Ultimate Life Forms
by Magnatron The NR Fan
Summary: An evil genius, bent on world domination, a cunning Colonel, with mysterious motives, and an Ultimate Life Form, hungry for revenge. Does Sonic stand a chance?
1. The story begins

Okay disclaimer. Sonic the hedgehog, and all related material are copyright of Sega, and Sonic Team. However Lizard, Andra, and Colonel Schmit are mine. You can use them if you want, but only if your story is completely swear word free. Got it?

CHAPTER 1 The Story Begins

Colonel Schmit looked out of the window to his helicopter.

Down there, somewhere in Station Square, was project Shadow A.

The City's lights were on illuminating the night sky.

_"Where is that blasted hedgehog?" _Schmitwondered. This was all Professor Gerald's fault. Schmit's thoughts wandered from Shadow to his creator, Gerald, and he wondered how many other land mines the Professor had left for him. This was probably the last one, although not the biggest. The biggest land mine that Dr. Gerald had left behind was his own grandson, Dr. Eggman. Everyone thought that he had died when the Death Egg crashed, but Colonel Schmit knew that that would be too good to be true. Although not nearly as honorable as his grandfather, Schmit knew that Eggman was an opponent to be reckoned with. But for all of Eggman's intelligence Schmit had one advantage over the grandson of his greatest rival, the element of surprise, and Colonel Schmit intended to use that advantage to the best of his ability.

"Sir, we have a break in." The pilot called back.

"Where is it?" Schmit asked.

"It's at the old Shinslow museum." The pilot said.

Schmit frowned. What could Shadow possibly have wanted at a museum? Then it clicked. _"Of course, the museum probably has a Chaos Emerald." _Schmit thought

"Radio all units, and have them surround the Shinslow museum." Schmit said.

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Shadow took another peek out the window. His dark fur helped conceal him from the soldiers, and robots that where taking position out there.

Soon the building would be surrounded. That was just fine with Shadow. The more of their personal that they brought here, the fewer they had left to patrol the outskirts of the city. And Shadow planned to chaos control as close to the outskirts of the City as he could, the moment they tried to come and get him.

It would take a lot of energy out of him to chaos control that far, but he didn't feel safe doing it any closer. Something told him that, that Colonel was a lot smarter than he looked, and Shadow wasn't taking any chances.

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Tails washed the oil off of his hands. He had gotten up early to work on a machine that would use the Chaos Emerald as a power source. He had gotten the idea from Eggman. If Eggman could use the Chaos Emeralds to power his Death Egg, then Tails should be able to use one Chaos Emerald to power something smaller.

The first challenge had been coming up with an idea for something that could handle the amount of power a Chaos Emerald gave off, without exploding. After that he had had to go searching around junk yards for the proper equipment, which took about two months. But the search had paid off, and Tails thought that he would finish the project sometime this week.

Tails finished washing his hands, grabbed a towel to start drying them, and glanced at the clock. Sonic would be back for breakfast, any time now.

Tails put the towel back on the rack and went to go fix breakfast, thinking about his best friend. Sonic was so cool. He didn't pick on Tails like most other kids did.

Tails had started experimenting when he was barely five, but all of the other kids at the orphanage had thought that was geeky, but not Sonic. Sonic had always encouraged Tails to invent things. He almost liked the stuff that Tails came up with as much as Tails did.

A knock at the door interrupted Tails thoughts. At first Tails thought that it was Sonic, but he quickly realized that that probably wasn't him. Sonic didn't usually knock. He usually ran in, to check out what Tails was cooking.

Maybe it was Amy.

She was probably just as attached to Sonic as he was, but Sonic avoided her. Tails felt sorry for Amy. There wasn't anything wrong with her. It was just that she unnerved Sonic. Tails had thought about why she unnerved him, and had come to the conclusion that, it was because she was a girl.

Reaching the door Tails opened it.

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Shadow knocked on the door, folded his arms, closed his eyes, and waited. There was a Chaos Emerald somewhere in the house, he was sure of it.

Shadow knew that he could probably chaos control inside, and take the Emerald for himself, but using chaos control last night, had taken a lot more out of him, then he had thought it would, and he didn't want to become dependant on it. Then there was breaking and entering, but Shadow didn't think that he could do that without making a lot of noise, and whoever lived here might have the Chaos Emerald with him, and chaos control away before Shadow found him. Shadow didn't think many people knew about chaos control, but it had been fifty years since they had locked him away, and he didn't know how much the world had changed. Then there was a steak out, which Shadow didn't have the patience for. So that left knocking.

Shadow heard the sound of the door opening, and opened his eyes. A young fox stood in the door way. He was probably nine, or ten.

"Yes?" The fox asked.

Shadow grunted. "Give me the Chaos Emerald, you have."

The young fox was taken aback by this, and he seemed to be struggling with an answer.

Shadow was about to repeat his demand when he noticed something odd about the fox's tail, or tails to be precise. He had two. Shadow stared at the deformity, wondering how it had come about. But apparently the fox didn't notice this.

"Excuse me?" The fox asked?

The fox's question pulled Shadow's mind back to the task at hand. It didn't matter where the fox had gotten a second tail. What mattered was the Chaos Emerald that was currently in this fox's possession. The fox didn't have the Chaos Emerald on him. That much Shadow could tell by the amount of energy the Chaos Emerald, in his pocket, was giving off. That meant that it was somewhere in the house.

"You heard me. Give me the Chaos Emerald that you have." Shadow said.

The first time he had made this demand, the fox had looked taken aback and confused. But this time he glared at Shadow with a resolve that surprised Shadow, for one so young.

Shadow didn't give the fox time to act. Jumping over his head, Shadow took off into the house, using his Chaos Emerald to find the fox's Chaos Emerald. He wouldn't have to worry about the fox. There was nothing alive, or mechanical that could keep up with him. Although he wasn't sure whether science had advanced far enough to create a machine capable of breaking the sound barrier, he was sure that, that fox had no chance of keeping up with him.

Shadow's Chaos Emerald led him to the garage, which was filled with all sorts of scrap. But Shadow wasn't interested in the scrap. He was interested in the yellow Chaos Emerald, sitting on a table, littered with tools, blue prints, and more scrap.

Shadow picked the glowing gem up, off the table, and stared at his prize. He had plenty of time. Only two seconds had passed since he jumped over the fox's head, and he planned to chaos control out of here before the fox even reached the garage door. _"If the other five are as easy to find as the first two, then I got this in the bag." _Shadow thought.

WHAM! Something hit Shadow in the back, catching him by surprise.

Shadow dropped the chaos emerald, as he stumbled forward. Regaining his footing Shadow turned around, to see where the attack had come from, expecting to find another one of the house's occupants.

He should have been more careful. He shouldn't have assumed that the fox was the only one here. Shadow finished his turn, and came face to face with the fox, that had answered the door. He had already picked up the chaos emerald that Shadow had dropped.

Shadow stared in disbelief. There was no way that that could be the same fox. Could it be a family member? But no, Shadow could clearly see that the fox had two tails.

"You're not taking our Chaos Emerald." The fox said.

Shadow didn't like what the fox had just implied. By saying "our" he had indeed determined that he was not the only one here. And that meant that the fox's friend, or friends, would probably be showing up any time now. And Shadow had no intention of being here, when they arrived.

Shadow skated towards Tails, and threw a punch at him.

The fox was ready for the attack, but he wasn't as fast as Shadow. So he received a glancing blow. _"He's a lot faster than he looks."_ Shadow thought to himself not bothering to stop, or turn around.

He kept on skating, until he reached the wall. Shadow jumped at the wall, feet first. When he hit the wall he jumped off of it, and curled his body into a spin attack, headed back towards the fox.

The fox must have realized what Shadow was doing, because he tried to jump over the attack, but he jumped too soon, and Shadow knew that gravity would pull the fox down into his attack. So he was quite surprised when he went right under the fox.

Shadow stopped about five feet away from the fox, turned around, and stared in disbelief. The fox was flying. Shadow looked the fox over, and tried to figure out how he had accomplished this impossibility. Then he spotted it. The fox was spinning his two tails around like a helicopter, which was keeping him in the air. Shadow couldn't believe it. It defied the laws of physics.

He was so bewildered that he didn't notice the fox had moved, until it was too late. The fox slammed into him, with an attack similar to his spin attack, knocking him flat.

Shadow was getting quite annoyed by this little fox. He had already hit Shadow twice. But both times it had been because Shadow had underestimated him. Shadow made up his mind that he wasn't going to underestimate this fox again.

Shadow jumped to his feet, and barely managed to avoid another spin attack from the flying fox. Shadow lunged at the fox, which flew backwards, avoiding the attack.

The fox changed directions, and tried to hit Shadow with another spin attack. But Shadow sidestepped the fox, and grabbed his leg as he flew past.

But, once again, the fox surprised Shadow. He kept on going, even with Shadow working as an anchor.

Maybe, if Shadow had been in this position earlier, the fox might have been able to use the situation to his advantage. But Shadow had decided that he wasn't going to let this fox pull any more fast ones. And he reacted first.

Shadow brought his legs up, and kicked the fox in the stomach. This stunned the fox, and he dropped towards the floor, landing on his back. Shadow had been ready for the fall, and landed on his feet. The fox jumped to his feet, but Shadow had expected that, and hit him with a spin attack, sending him, crashing into the wall, with a thunk.

Shadow was, mildly, surprised, that the fox still held the Chaos Emerald, but Shadow could tell, that the fox was getting tired. Pretty soon he wouldn't have the strength to hold a chaos emerald. That was unless he decided to give up.

"I won't say it again. Give me the chaos emerald." Shadow said.

Wham!

Something slammed into Shadow's back, sending him flying. He hadn't even hit the ground when someone grabbed him by the legs, and started spinning around, at incredible speeds.

Shadow couldn't believe his stupidity. He had been so obsessed with not letting the fox pull any more tricks, that he had forgotten that the fox wasn't the only one here. And now the fox's friend was swinging him around, like a hammer, in the hammer throw contest.

But the fox's friend probably didn't know that Shadow's shoes had jets in them. If he ignited them, he might spook the newcomer into letting him go, or better yet, the fire from the boots might make contact with some skin, and burn his adversary a little. But before Shadow got the chance to ignite his shoes, the newcomer let go, and Shadow went flying into an unsteady pile of scrap, which collapsed around him.

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The first thing that Sonic noticed when he got to Tails house was that the door was open. Tails didn't usually leave the door open. Sonic wondered if maybe he had left it open, when he had left earlier that morning. But Sonic specifically remembered closing the door. Then there was Eggman. But Eggman, if he was still alive, would have been more likely to blown the door off of its hinges than just leave it open. So that left Tails. Sonic did a quick run around the house, to check, and see if Tails had come outside to test a new invention, or something. But Sonic didn't find anything. _"Okay. Now let's try in the house." _Sonic thought.

Sonic walked in the kitchen. But Tails wasn't there either, and breakfast wasn't even started. Sonic started looking in the cabinets, and any other place that he could think of that the fox might be able to hide in.

Sonic was still looking when he heard a thunk come from the garage.

"_Tails must have dropped something." _Sonic thought, as he headed for the garage. But when Sonic got there he did a double take.

Tails was on the floor, up against the wall, and he looked like he was in pain. A black and red hedgehog stood a few feet away from his best friend.

"I won't say it again. Give me the chaos emerald." The black hedgehog said.

Sonic wasn't the type to get angry easily, but apparently this black hedgehog had found a way to do it.

He ground his teeth, and his hands curled into fist, and efore he even made up his mind on what to do, Sonic found himself hurling towards the black hedgehog, in a spin attack. Sonic slammed into the black hedgehog, and sent him flying forwards. Sonic's brain caught up with what was happening, and he decided to make the person who had hurt his best friend feel a little pain. Sonic ran forward, and grabbed the black hedgehog by the legs, before he had a chance to hit the ground. Then Sonic started swinging him around like a hammer in the hammer throw contest. Sonic let go, sending the black hedgehog flying into a pile of scrap, that collapsed around the intruder.

Sonic wanted to continue laying into the black hedgehog, but Sonic wanted to see if Tails was alright, even more.

Sonic ran over to Tails, who had just gotten up, while the black hedgehog started pulling himself out of the pile, that Sonic had thrown him in.

"You okay little buddy?" Sonic asked, looking his best friend over for any injuries.

"I am now that you're here," Tails answered, with a smile.

The sound of scrap, scraping against scrap, had died down, which meant that the black hedgehog had pulled himself out of the pile, that Sonic had thrown him in.

Sonic turned around, to get a good look at their adversary.

To Be Continued…


	2. Who's gonna win

CHAPTER 2 Who's Gonna Win

Sonic gave the black hedgehog, that had broken into his friend's home, a once over. The dark hedgehog looked like him, except that he had blue fur, while this hedgehog had black, and red fur, and this hedgehog had a little white fur on his chest. Other than that they looked almost exactly alike.

Sonic saw the black hedgehog get ready to speak, but he decided to beat his look-alike to the punch.

"Who are you?" The dark hedgehog glared at Sonic and Tails, and said. "I am Shadow, the Ultimate Life Form. Give me the Chaos Emerald, or I shall be forced to take it from you."

"Ultimate Life Form huh? Well if you're so ultimate, then how can you be forced to do anything?" Sonic asked. Shadow scoffed. "You have no idea what you're getting into hedgehog."

"On the contrary, I think that I'm getting into a fight with someone who just tried to beat up my best friend." Sonic said with a smile.

He wasn't angry any more. Tails hadn't been hurt nearly as bad as he had feared. So he had cooled off. But Shadow didn't seem to be intimidated by the fact that he was outnumbered two to one. So it looked like they were going to have to fight him. But Sonic didn't want to fight in Tail's garage. They might break one of Tails inventions.

Sonic gestured for Tails to give him the Chaos Emerald, and tossed it in the air. When he caught it he said. "You want it? Come, get it." And with that Sonic ran past Shadow, through the house, and out the front door.

Sonic wasn't worried about Tails. His best friend would try to keep up with him. So Sonic could run around, and just check on Tails periodically.

Sonic reached the center of Tail's runway, turned around, and waited for Shadow and Tails to come out. Tails came out after a second of waiting, but Sonic didn't see Shadow. Sonic crossed his arms, and started tapping his foot on the ground. _"What's keeping him? _Umph."

"Chaos control."

Sonic flew forward, and landed on his face. Jumping to his feet Sonic turned around, to see who, or what had hit him, in the back. But Sonic didn't see anything. Sonic scratched his head, in confusion.

"Hey!" Tails yelled.

Sonic turned around to see what was happening, but all he saw was Tails, who had been thrown at him. Tails slammed into Sonic, and they both fell to the ground with a thud.

Sonic jumped up, and saw Shadow, standing, about ten feet away, holding a chaos emerald, with a smug look on his face.

"I told you hedgehog. You have no idea what you're getting into," he said.

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Tails was amazed. Amazed and puzzled. Shadow had appeared out of nowhere, and attacked Sonic from behind. And then he appeared next to him, and threw him into Sonic. At first Tails had thought that he was moving so fast that he and Sonic had just missed him. But Tails rejected that idea, because he had been moving pretty fast himself, and in order for Shadow to move fast enough for Tails to miss him, he would have to move far beyond the speed of sound. And Tails hadn't heard a sonic boom. So the only explanation left was that Shadow was disappearing, and reappearing somewhere else.

"I told you hedgehog. You have no idea what you're getting into."

Tails jumped up, and tried to hit Shadow with a spin attack, but Shadow dodged it. Tails turned around, and saw Shadow try to dodge a spin attack, from Sonic, but Tails had thrown Shadow off balance, and he received a glancing blow. Tails curled into a ball, and sent another spin attack at Shadow.

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Shadow knew that he couldn't defeat both the fox and the blue hedgehog at once. The fox wasn't that good a fighter, but he was a lot better than his appearance would make one think. And the blue hedgehog was almost as fast as he was. Maybe even just as fast. And Shadow was tired from using chaos control twice.

"_I was wrong. If the other Chaos Emeralds are this easy, then I'm in big trouble." _But Shadow wasn't ready to admit defeat yet. He had a plan. And if his plan worked out, he would only need to use chaos control one more time.

The fox tried to hit Shadow with another spin attack, but Shadow just ignored him, and tried to hit the blue hedgehog with his own spin attack. The blue hedgehog saw him coming, and did a spin attack back at him. Shadow and the blue hedgehog collided, the impact sending them both flying backwards. Shadow landed on his back, while the blue hedgehog, who wasn't tired, landed on his feet, a little over six feet away from the edge of Tails runway.

Shadow gripped the chaos emerald, and shouted, "Chaos control."

Shadow appeared next to Sonic, and, summoning all of his strength, hit him in the stomach with a spin attack. Sonic went flying backwards, right over the edge of the cliff.

Shadow was very tired. He had intended to go for the fox, after knocking the blue hedgehog off of the cliff, but he was so tired that he knew that it would be a futile effort.

"Sonic!" the fox shouted, as he raced right over the edge of the cliff, after his friend.

Shadow peered over the edge of the cliff, and he saw the fox grab Sonic, and start flying back up. Sonic smiled at the fox, and said, "All right Tails."

Shadow stared at Sonic in confusion. He had just praised two of the fox's body parts. If he wanted to praise the fox, then why didn't he simply call the fox by his name?

Then all of a sudden something snatched the Chaos Emerald out of Shadow's hand.

Shadow was getting quite annoyed. First the fox had kept him from getting away quietly with the Chaos Emerald, then Sonic had showed up, then when he had Sonic beaten the deformed fox had saved him, and now Someone had snuck up on him, and taken his Chaos Emerald.

He was going to show Sonic, his little fox friend and whoever had snuck up behind him, what it meant to cross Shadow the Ultimate Life Form.

Shadow turned around, to get a good look at whoever had dared to try to take his Chaos Emerald.

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Eggman flew his hover-egg towards Tails house. He knew that they had a Chaos Emerald there. Once he got there he would create a distraction, allowing his newest servant, Chaos, to sneak in, and steal it. And once he had all seven Chaos Emeralds, Chaos would become unstoppable.

When Eggman got to Tails house, he was surprised to see Sonic and Tails, fighting a black and red hedgehog, who looked like Sonic. Eggman stared at the new hedgehog in fascination. He had never seen him before. Was he related to Sonic?

As Eggman watched, the black hedgehog disappeared, reappeared next to Sonic, and did a spin attack at Sonic, knocking him off of the cliff.

Eggman felt anger boil inside him. Sonic was his arch nemesis. If anyone was going to beet Sonic it would be him, Dr. Eggman. Not some new black and red hedgehog. Eggman glared daggers at the black hedgehog. He was going to show him.

"Sonic," Tails shouted, interrupting Eggman's thoughts. He had forgotten about Tails. Eggman turned towards Sonic's, young fox friend, just in time to see him jump over the edge of the cliff after Sonic.

Eggman smiled. Tails would rescue Sonic.

The black hedgehog looked over the edge of the cliff. Eggman saw some light reflect off of the black hedgehog's hand, as he did so. Eggman gave the black hedgehog's hand a closer look. He was holding a Chaos Emerald.

"Ooh ha ha," Eggman laughed, as he activated the claw, at the bottom of his egg-mobile, that he had used, more than once, before to steal Chaos Emeralds from Sonic and Tails.

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Sonic flailed his arms, and tried to run up the cliff, but his feet couldn't reach it. So he continued falling.

Sonic looked down, at the water, and fear coursed threw his body. Sonic didn't like large bodies of water. He didn't even like getting wet. Sonic didn't know why he didn't like water. There was just something about it that made him stop in fear.

Sonic continued falling down, getting closer and closer to the water.

Then suddenly Tails grabbed his arms. Sonic looked up, and smiled. "All right Tails." Tails smiled back, and started to fly back up.

Sonic made sure that he still had the Chaos Emerald in his hand, and then turned too looked up at the edge of the cliff. Shadow was there, but he had his back turned towards him, and Tails. Sonic stared in confusion. Why was Shadow all of a sudden interested in something else?

Sonic's thoughts were interrupted when something wet touched his hand. At first Sonic thought that he had been splashed. But he quickly gave that idea up, when the water yanked the Chaos Emerald out of his hand.

"Hey," Sonic shouted, turning to see what had happened. "What is it Son? (Gasp), You!" Sonic stopped looking for the Chaos Emerald, and turned to see what had made Tails gasp, and he gasped as well. There, floating on his little egg-mobile was Dr. Eggman.

Tails set Sonic down about 9 feet away from Shadow and Dr. Eggman, and landed next to him.

Sonic was about to address Eggman, when he saw something that took his breath away. A small puddle of water, under Eggman's egg-mobile, was pulling itself up, and taking shape. The water formed a shape with two legs, two arms, a body, a head, two, rather large eyes, and what looked like a brain, in the back of its head.

Sonic felt like shying away from the creature. It wasn't that the shape it had formed was all that scary. It was that it was made of water. But even though he was intimidated Sonic refused to let it, and Eggman knew it. So he stood his ground.

"Ahh Sonic, I see that you have met my newest servant, Chaos. Wonderful, isn't he? His cellular makeup is completely made out of water."

Sonic knew that Eggman was trying to get him, to back down out of fear. But Eggman's taunting only made him all the more determined to stand up to the evil Dr.

"If you think, that thing can take me down, then you've finally lost it Eggman," Sonic said, with a confidence that he didn't really feel. "He's barely bigger than me. And if his **entire **cellular structure is made out of water, then I should have no problem smashing him into a thousand droplets."

Sonic was beginning to feel a little better. He had discovered in the past that if he talked confident, and acted confident, then he would start to feel confident. And even though it hadn't helped him with his fear of water, it was helping him with his fear of this water creature, that Eggman had called Chaos.

"Oh I think that these will give Chaos the edge he needs to defeat you," Eggman said, holding up his Chaos Emerald with one hand, and pointing to the Chaos Emerald in Chaos's hand, with the other.

Sonic had forgotten about Shadow, but the, Ultimate Life Form, wasn't going to just sit back, while Eggman held his chaos emerald. Shadow skated for the Chaos Emerald, in Chaos's hand, but the water creature moved his arm, and Shadow skated right past.

"Foolish hedgehog," Eggman muttered, as he threw his Chaos Emerald to Chaos. Chaos's body absorbed both Chaos Emeralds, and he started to change shape. When he had finished morphing, he was about twice, his original size, and his arms had gained what looked like regular arm bones, other than that he looked about the same.

"Now, Chaos destroy that hedgehog," Eggman said, pointing at Sonic. Chaos turned towards Sonic, with his unblinking eyes. Sonic smirked. "Come and get some, big guy."

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Once again, everyone was ignoring him. Shadow figured that Sonic knew this Eggman, quite well, and considered the fat man more dangerous than he was. Shadow glanced at the fox out of the corner of his eye, and was tempted to go lay into him. But even though Sonic seemed to be completely absorbed in the upcoming fight with the water creature, Shadow figured that attacking the fox would be the best way to get his attention. And right now, attention was exactly what he didn't want.

Shadow looked Sonic over again. He was getting over his fear. How he knew that the water creature had scared Sonic, he wasn't sure. But somehow he knew. Just like now, he somehow knew that Sonic wasn't scared any more.

"Now, Chaos destroy that hedgehog."

At first Shadow thought that Eggman was talking about him, but a quick glance at the Dr. told him that he meant Sonic.

Shadow wasn't as tired as he had been a minute ago. Chaos controlling did take a lot out of him, but only for a short period of time. After the short rest, he was ready to role. And with every ones' attention on either Chaos, or Sonic, now was the perfect time to strike. _"Nothing will stop me from collecting the Chaos Emeralds." _

Shadow skated forward, and hit Chaos dead center, with a spin attack, passing threw the water creature, and landing next to Sonic. Shadow turned around, to survey the damage that he had done. What he saw didn't encourage him in the least. Chaos was completely unharmed, by the attack.

"Bwa Ha Ha Ha. You see? You can't harm Chaos. But he can harm you," Eggman said, smiling. "You wanna bet?" Sonic asked, turning towards Chaos, and charging.

Shadow decided to wait, a second, and see how Sonic fared against the water creature.

Sonic ran at Chaos, and tried to hit the creature's arm with a spin attack. Chaos was ready for this, and swung his hand at the blue hedgehog. Sonic's spin attack collided with Chaos's swing, and Sonic was sent flying into one of the palm trees, on the left side of Tails runway.

Tails flew after him, to get him down.

"Oooh Hooo. Not that way Sonic," Eggman hooted. "Chaos is far stronger than you."

Eggman continued to talk to Sonic, but Shadow didn't pay attention. Sonic had, had the right idea. Since hitting Chaos in an area where there was only water hadn't worked, hitting him in a more solid area might be affective.

Shadow looked Chaos over again. Sonic had already hit him in the arms, and that hadn't proved to be the least bit affective. So the only other parts of Chaos that weren't made of water were his eyes and, what appeared to be his brain. The brain was probably Chaos's weak spot, but his eyes were close enough, that Shadow decided to hit them both with one attack.

Shadow skated for Chaos head on. Chaos's arms were down, and Shadow thought that he could hit him in eyes, and pass threw to the brain, before Chaos could react. But Chaos's speed surprised Shadow.

Chaos slapped Shadow with the back of his hand, sending Shadow flying. Shadow landed on his feet, and turned around to try again.

Chaos wasn't looking at Shadow. Sonic was attacking again, and he had Chaos's attention.

"_Perfect," _Shadow thought, as he skated forward to hit Chaos in the back of the head.

Chaos threw Sonic off of him, and then turned towards Tails, but Shadow's spin attack connected with his brain, and he fell to the ground, in the form of a puddle.

Chaos tried to reform, but Sonic hit him in the head, and he fell back to the ground. He tried a second time, but Shadow hit him once again, and once again he fell back to the ground.

"No way, I can't believe this!" Eggman shouted.

Sonic was shouting something back, but Shadow didn't pay attention. He was going to keep hitting this creature until it coughed up the Chaos Emeralds, and he just might keep hitting it after that.

Shadow had hit Chaos, four or five times, when Eggman flew over his head.

Shadow jumped out from underneath Eggman's Egg-mobile, just before a small hole opened up on the bottom of it. The Egg-mobile sucked up Chaos, and flew off, over the water at high speeds.

Shadow glared daggers at Eggman's shrinking form, on the horizon. Eggman had gotten away, before he had a chance to get the Chaos Emeralds from Chaos. And now he was back to where he stared.

"So we gonna finish our fight?" Sonic asked, with a wry smile on his face.

Shadow glared at the blue hedgehog. He had no intention of continuing the fight, since there weren't any more Chaos Emeralds to fight over.

Shadow took off, at high speeds. He needed to find the other Chaos Emeralds, and then he needed to find, Eggman and Chaos. As he skated over the bridge, heading towards Station Square, he looked behind him.

Sonic was about ten feet behind him, and keeping up a steady pace.

"_I'm going to have to find a way to get rid of that hedgehog," _Shadow thought, as he picked up speed.

To be continued.


	3. Knowing the danger

Chapter 3 Knowing the danger

Shadow looked behind him. Sonic had fallen back to about fifteen feet, but he was still following Shadow like, well like a shadow. But that was about to change.

Sonic and Shadow's amazing speed had enabled them to reach Station Square in practically no time at all. However it had only taken Shadow that long to come up with a plan.

Shadow could see the train station up ahead, rapidly getting larger. The train was parked, so that it blocked the way into the station, but that wasn't going to stop Shadow.

Shadow jumped in the air, and spin attacked one of the train's windows, going right through it. Shadow slowed down, turned right, and went threw a second window. Racing down the stairs of the train station, Shadow turned to check on his pursuer's progress.

Sonic hadn't slowed down immediately after entering the train, and instead of breaking another window, was backtracking to the second window Shadow had smashed through.

Shadow smiled, Sonic had given him just enough time to execute his plan. Shadow skated out the emergency exit, closed the door behind him, and then put all his weight against it.

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Sonic jumped threw the second window that Shadow had smashed, and stopped to look for the black hedgehog. Shadow was skating for the emergency exit, so fast that he was a black blur.

Sonic matched his opponent's speed, and went after him.

Shadow got threw the emergency exit, and closed door behind him, so fast that he didn't set off the alarm on the door.

Sonic attempted to duplicate his opponent's exit, but when he reached the door it refused to open. Sonic was going to fast to stop, and he crashed right through the door.

Sonic's face hit the sidewalk, and he braced himself for a blow from Shadow but no such blow came.

Sonic jumped to his feet just in time to see Shadow skate into an alley.

Sonic smiled. The alley that Shadow had entered had only one turn, and ended at a wall

Sonic ran after Shadow cautiously, which was still faster than any human could ever hope to be.

Sonic made it threw the first part of the alley without seeing Shadow, but he expected the black hedgehog to jump at him the moment he turned the corner.

Sonic turned the corner, and came face to face with… a wall.

Sonic ran back to the entrance to the alley, but he didn't see Shadow anywhere. Sonic scratched his head, looking one way, and then another. Had Shadow done his disappearing act again?

Suddenly a voice rang out. "Sonic!" The voice belonged to the only person who could make Sonic afraid, and that person was Amy Rose.

Sonic cringed as he turned around to see her. He could have easily run away. She was only about as fast as Tails, and wouldn't be able to keep up. But if Sonic knew Amy then he knew that she would try to jump at him, to give him one of her crushing bear hugs, and if he wasn't there when she jumped she would fall, and hit the sidewalk. And Sonic was too much of a gentleman to let a girl fall.

………………………………………………………………………………………………………………………………………………………….

Amy was wandering around Station Square trying to find something to do. She had maxed out all of her credit cards, her friend Cream was on vacation with her mother, and the last few times that she had gone to Sonic's house he hadn't been there. Although she suspected that he actually had been there the last time, and had just run off when her back was turned.

"_Hmm, nothing to do," _She thought to herself, as she turned back towards her apartment.

Then something caught her eye. She turned to see what it was, hoping beyond hope that it would be her hero Sonic. It was. He was standing at the end of an alley, and he was looking for something.

Hope began to arise within her. Maybe he was looking for her, maybe he wanted to take her on a date, and maybe, just maybe he was ready to accept her as his girlfriend.

She broke into a dead run, straight for Sonic. He didn't notice her, so she called his name. "Sonic!"

Sonic turned around just as she reached him, and threw her arms around him.

"Amy I can't breathe," Sonic wheezed out.

"Oh sorry," she said, letting him go, and blushing a little. "What are you doing here?" she asked, with a smile that could rival Sonic's famous grin.

"I was…"

Suddenly Sonic was interrupted by the sound of screeching tires. She turned, and saw the five hum-vees coming at her, and Sonic from several different directions. A helicopter flew over their heads, and started to land in front of them.

"What's going on here?" Sonic asked, in bewilderment. She didn't have the slightest idea, so she just stood where she was, and stared.

The hum-vees pulled up, just as the helicopter finished landing. Men, wearing the official G.U.N. uniform got out of each jeep, and pointed their weapons at Sonic.

She was horrified, so horrified that she couldn't speak. What did they think they were doing?

A man, that looked to be about thirty-five, stepped out of the chopper, flanked by four guards, two on each side. She assumed that he was the one in charge.

"Sonic the Hedgehog," the man said, as the four guards surrounded Sonic.

"Yes?" Sonic asked, trying to watch every potential threat at once.

"You are under arrest," The man said, as the four guards surrounding Sonic grabbed him, handcuffed his arms, and more importantly, his legs.

She was shocked, too shocked to move, but Sonic wasn't. As the guards picked him up, and carried him to the chopper, he turned to the man that she had assumed was in charge, and shouted. "What for?"

"For robbery of the Chaos Emerald at the Shinslow Museum," He answered.

"What!" both Amy and Sonic yelled at the same time. But it was too late, the guards carrying Sonic reached the chopper, and it took off.

She just stood there; numb from what had just happened. But she recovered. Whatever had happened was probably just a big misunderstanding, and it was up to her to make it right.

She walked up to the man, who she had assumed was in charge, he hadn't gotten back in the chopper, and said. "Sir there's been some sort of..." She stopped mid sentence, when he turned, and looked at her.

His eyes were cold, and cruel. She felt afraid.

He opened his mouth to speak, but before he could one of the men from the hum-vees, pushed Amy aside, and started to talk to him.

"Colonel, the search party just reported in, and there is no sign of Project A."

"Lieutenant," the Colonel interrupted. "Do not! Discuss top secret military matters in front of civilians."

"Sir?" the Lieutenant asked.

"Escort her from the premises," the Colonel practically growled.

"Yes Sir. You come with me," the Lieutenant said taking her arm.

"No wait I need to talk to him," she said, gesturing to the Colonel.

"Colonel Schmit has more important things to do right now," the Lieutenant said, as he escorted her out of the ring of hum-vees.

As soon as they were a respectable distance the Lieutenant went back to give Colonel Schmit his report.

She just stood there staring for a few seconds. She didn't understand. How could this have happened? She didn't know, but she did know that Sonic was counting on her. She racked her brain for an idea, and finally one came to her.

She whipped out her cell phone and hit the speed dial button for Tails house. But no one answered. Amy sighed, and hung up after the fifteenth ring, or so.

The train in Station Square wasn't leaving for Mystic Ruins again until tomorrow. She had until then to try to think of another idea.

………………………………………………………………………………………………………………………………………………………….

Shadow had tried to hold his breath, but he had been forced to stay right where he was for too long, then he had tried taking small breaths, but it was hot, and stuffy, and if he didn't start breathing normally soon he would pass out.

Shadow took a slow deep breath, and almost choked on it. He didn't know what was in the dumpster that he was hiding in, and he didn't want to find out.

Shadow cursed his dumb luck. Not only had Sonic bumped into a friend, and start talking, instead of leaving, but he could make out the sound of a chopper landing out there, which was probably, Colonel Schmit looking for him.

Shadow strained to listen to what was happening, and wondered if he should abandon hiding, and go back to running for it.

The first voice that Shadow heard was definitely, his old friend Colonel Schmit. "Sonic the Hedgehog."

"Yes?" He heard Sonic ask.

The next thing that Shadow heard Schmit say surprised him. "You are under arrest." "_Why are they arresting Sonic?" _Shadow wondered.

"What for?" Sonic asked.

"For robbery of the chaos emerald, at the Shinslow Museum." Schmit answered.

Shadow stopped listening, and tried to make sense of what had just happened. He had stolen the Chaos Emerald, not Sonic. Sure he, Sonic looked alike, and they could do a lot of the same things, but Major Schmit was too smart to make a mistake like that.

Shadow stopped his train of thought, slightly confused. Why did he just think of Schmit as a Major? He was a Colonel, not a Major. Shadow's thoughts where interrupted, when he heard Colonel Schmit shout. It was louder than it should have been. Shadow reasoned that he must have moved closer to the dumpster.

"Do not! Discuss top secret military matters in front of civilians."

"Sir?" A voice that Shadow didn't recognize asked.

"Escort her from the premises," Schmit growled

Shadow now felt even more confused then ever. If they didn't want to discuss top secret matters in front of civilians then why didn't they just leave? They were in a public place, for crying out loud. Shadow was still trying to sort this out, when the person, whom Colonel Schmit had been yelling at, returned to give his report.

"Sir, the search party just reported in, and there is no sign of Project A. However they have found a Chaos Emerald." This news perked Shadow's interest, and he started listening more intently. "Hmm, have them take the Chaos Emerald to Prison Island; it should be safe from Project A there," Schmit said.

"Yes Sir," the unfamiliar voice said, and with that Shadow heard Colonel Schmit, and whoever he was talking to, walk away.

Shadow smiled. Now that everyone was leaving he wasn't going to have to stay here much longer, and when he got out he was going to find a way to break back into Prison Island.

…………………………………………………………………………………………………………………………………………………………

Colonel Schmit got into the hum-vee, grabbed the door to close it, and stopped for a second; his eyes drifting to the dumpster that Shadow was hiding in. When Shadow got to Prison Island he was going to be in for a biiig surprise.

…………………………………………………………………………………………………………………………………………………………

Knuckles stopped walking, and stared into his hands. In his hands he carried four pieces of the Master Emerald, all of them no bigger than a Chaos Emerald. Four pieces, four lousy pieces. He didn't even have a tenth of the Master Emerald, and it was quite possible that some of the pieces were a lot smaller than the ones he was holding.

He closed his eyes, and inwardly he kicked himself for about the hundredth time. It had been his fault. All his fault. If he had stayed awake, instead of falling asleep then maybe it wouldn't have happened.

He didn't know why he guarded the great stone. He had no memory of what went on before. All he knew was that he had to protect the Master Emerald with his life. And last night he had failed.

It all seemed so reasonable yesterday; to take a nap in the afternoon. It was peaceful, and he knew that he wouldn't be able to sleep long after the rain started. But when the thunder woke him up, the Master Emerald was gone.

He had thought that he saw someone, or something up there, but when he reached the alter top; nothing was there. just a big puddle from the rain. Then, for the second time, Angel Island fell into the ocean.

He had spent the rest of the night wanting to kill himself, for failing, and that was when he found the first peace, lying at the bottom of the alter. When he realized that it was a piece to the Master Emerald he almost did kill himself, but before he did a thought struck him; if the Master Emerald was powerful enough to hold up an island then maybe, just maybe it could repair itself if he brought all of the pieces back together.

He turned his eyes away from his hands, and concentrated. He had been with the Master Emerald for so long that he could feel the pieces when they were near, and with every piece he found, this six sense grew stronger. And he knew that somewhere in the Windy Valley there was either a large piece, or several small ones.

………………………………………………………………………………………………………………………………………………………….

Rouge smiled to herself, as she leaned over, and picked up another one. This was the third weird shaped emerald shard she had found. Each one was only slightly smaller than a Chaos Emerald. With some minimal cutting, and a little luck she would have three gorgeous jewels. And on top of that they seemed to give off some kind of energy that led her to more of the precious things.

"_If I keep finding more of these, then I won't need to steal jewels any more." _

She took out the first two that she had found, and compared them to the new one. It was too hard to figure out which one was the biggest, since they were all shaped weird. So she settled for staring at the dreamy things.

Sadly it didn't last. Her eyes drifted to her arm and the bracelet on it. Seeing the ugly thing killed her mood. Imagine giving a lady a bomb to wear, and then having the nerve to call it a bracelet. It was insulting. But then again she would have been even more insulted if they had just trusted her right off the bat.

Her thoughts were interrupted when someone started yelling at her.

"Hey those are mine!"

She looked up, and saw the owner of the voice, a red echidna with a red temper. "Is that any way to talk to a lady?" He ignored her question. "Those belong to me." He pointed at the emerald shards she was holding. "Give them back."

She put her emerald shards back in her pocket, and brought herself up to her full height. "How did you get so rude?" She asked with scorn.

"If you don't give me my emeralds, then I'm going to take them from you," He said. That made her chuckle.

"What makes you think that I'm not going to take the emeralds that you already have?" And with that she attacked.

She jumped in the air, and flew straight at him. Before he could react, she kicked him with so much force, it sent him flying into one of the natural stone pillars that dotted the area; making it like a maze.

He dropped one of his emerald shards, and she promptly picked it up.

"Are you ready to apologize?" She asked in a mocking voice.

Instead of answering, he charged at her.

She flew backwards into the maze. Once she was out of the echidna's sight she purposefully dropped her emerald shards, and hid behind a pillar.

He ran straight for the emeralds that she had dropped, drawn by the energy that they gave off. He stopped when he saw the emeralds, probably confused that she had supposedly given up the fight. And in the moment of confusion she struck.

She swooped down, behind him, and grabbed two of the emerald shards out of his hand, and without skipping a beat, flew over to where she had left her emerald shards, and scooped them up as well.

Now she had six, and he only had one.

………………………………………………………………………………………………………………………………………………………….

Knuckles was about to boil over. This bat girl was slowly and systematically taking his pieces to the Master Emerald, well maybe not slowly. However he hadn't boiled over yet, and despite the state of consciousness that he was in, he managed to think of a plan.

He copied her move, and retreated into the maze of pillars, and when he was out of sight, he threw his piece of the Master Emerald, about sixty feet, and then, taking his shovel claws, he started tunneling.

HE reached the area below where he had thrown his Master Emerald shard, and went dead still. Almost immediately he heard her voice, muffled threw the dirt. "If you think that I'm going to fall for my own strategy, then I pity you."

He didn't answer. He just stayed still, and waited.

He could sense the Master Emerald shards that she was holding get closer, as she slowly came down to the ground. Obviously looking every which way, that is every which way, but down.

He sensed that the Master Emerald shards were so close that he knew that she had landed, and then he pounced.

He burst out of the ground, and grabbed her by the leg. Before she could recover, he spun around, and threw her, like a hammer, in the hammer throw contest.

She went flying, but since she was a bat she could steer, and she avoided hitting anything.

He ran at her ready to deliver an upper cut punch, but she dodged it, and flew back to where he had thrown his Master Emerald shard.

He cursed himself for forgetting about it, and tried to beat her to it, but she had a head start.

She scooped up the seventh Master Emerald shard, and then flew strait up, until she was out of his reach, and smiling down on him she said, "Maybe that will teach you how to treat a lady." And with that she flew off.

He tried to follow her, but she could fly, and although he could glide on the wind it just so happened that there was no wind in the Windy Valley at this time, and he lost her.

To be continued


	4. Lies within

Chapter 4 Lies within

Sonic struggled against the restraints pinning him to the table. He struggled with all his might. His eyes were closed, as he jerked left, then right, then left again. He didn't seem to realize that he was making no progress. He pulled, and he tugged, and he tugged, and he pulled, and he yanked, but the restraints around his arms, legs, and chest, and the helmet, that had been strapped to his head, held.

He wasn't one to give up. He never looked at what he wasn't accomplishing. His strategy had always been to pick a goal, and go for it, nonstop. So now he didn't stop, he kept going, one way, and then the other, left with all of his might, and then right with all of his might. It seemed like he had been struggling for hours, even though only a few minutes had passed.

Major Schmit, who had just finished gloating asked, "Any last words?"

Sonic opened his eyes, and glared at Schmit; ready to say something that he hoped would unsettle the major. However someone else beat him to it.

"Yeah, chaos control!"

Sonic turned to see who had spoken, but all he saw was a table similar to the one that he was on, only it was empty.

Out of the corner of his eye Sonic saw one of the scientists in the room point behind Major Schmit, and shout, "Watch out! He's loose!"

Sonic turned to see who the scientist was pointing at, but pain like a bomb exploded in his head, and then… he woke up.

He was lying on his back, breathing hard. He checked his arms, and legs to see if they were strapped down. They weren't. He looked around his cell, without getting up, trying to figure out what had just happened.

"_I must have had a nightmare." _He thought. _"Yeah that's it a nightmare; brought on by the extremely uncool situation I'm in." _He shook his head, in an attempt to cast such thoughts out of his head. They would only bring him more nightmares. "_I need to stop thinking negatively. These G.U.N. people, they're the good guys. They made a mistake, that's all. As soon as they figure that out, that major, no colonel, whatever he is, will let me out, and then I'll be able to go look for Eggman, and that Shadow guy." _He thought.

Yawning he closed his eyes, and slowly went back to sleep.

………………………………………………………………………………………………

Tails set the dark blue Chaos Emerald down, and yawned. He had been up late last night, and gotten up early this morning, studying the dark blue stone, that he had accidentally found the other day, while looking for Sonic.

He had an idea that could help them the next time he and Sonic met Shadow. And it looked like his idea had an 83 percent chance of working, which was pretty high compared to most of the projects that Tails worked on.

He looked around his garage\workshop, it was piled with scrap, the projects that he had never finished, or just didn't work. His failures outnumbered his successes by a large number. That used to bother the young fox, but it didn't anymore.

Sonic never let his failures bother him. So Tails had copied his friend, and thought about what he did accomplish rather than what he didn't accomplish.

His eyes drifted to his biggest undertaking yet. Yesterday he had thought that he would be done in a week or so, but now… now he had no idea when he was going to be able to start working on it again.

His thoughts were interrupted when his stomach made a gurgling noise. He realized that he hadn't eaten since the day before yesterday, and immediately put his work down to go make his breakfast.

He made his breakfast quickly, and dug in like a starved fox, but he didn't notice the taste of the food. Sonic had been missing for about 24 hours now, and Tails was worried. What had happened to him? Was he okay? Why wasn't he back yet? His mind spun in circles with no apparent answer. There was one memory however that kept coming back like a ghost unwilling to leave its victim alone, the memory of Shadow knocking Sonic off the edge of the cliff.

Once again his thoughts were interrupted, but this time it was by a knock at the door. He stood up to answer it, but stopped when he remembered what had happened the last time someone had knocked on that door.

Thinking fast, He ran into the garage, ignoring the fact that the knocking was getting louder, put the Chaos Emerald in a box, that would hide its energy signature, hid the box, ran to the door, stopped to take a breath, and opened it.

He was surprised to see that his visitor was Amy. He was about to ask what she was doing here, but she started speaking before he could.

"Tails! It's awful! Just awful!" she moaned.

"What is?" he asked, as he looked her over, and realized that she had been crying a long time.

"_What could have gotten her so worked up," _he wondered.

"They've arrested Sonic!" she said, as more tears streamed down her face.

……………………………………………………………………………………………...

Shadow awoke with a start, immediately forgetting whatever he had been dreaming, and tried to figure out where he was, and what had awaken him.

A quick look around revealed where he was. Inside a G.U.N. crate, that was onboard a helicopter, headed for Prison Island.

Shadow went completely still, listening for the sound that had awakened him. He heard the sound of a bunch of men laughing.

"Yeah, but that's not as weird as what they say about Colonel Schmit." one of the men said.

"No duh," another one put in. "Personally I think it's a publicity stunt. Stuff like that just doesn't happen in the real world."

"Yeah," the first one who had spoken put in, "and a two tailed fox can't fly like a helicopter either."

The last statement was followed by more laughing.

"_Ignorant fools," _Shadow thought to himself. _"They don't realize that the Ultimate Life Form is mere feet away from them. They are lucky that I need to remain hidden, for if I didn't I would kill them now, for disturbing me." _

Shadow was surprised when his stomach turned in response to his thoughts. Why did the thought of killing a few pitiful lives make him sick? After all, when his plan worked he would kill far more than a few guards. He decided to ignore the feeling, and go back to sleep.

He didn't know when he would arrive, but when he did, he was going to need to be well rested. Besides he still had the nagging feeling that Colonel Schmit was a lot smarter than he was letting on, and the Ultimate Life Form wasn't going to be caught flat footed.

……………………………………………………………………………………………...

Colonel Schmit surveyed the scene before him. G.U.N. officers were hunched over computer monitors, some watching the cameras, others getting, and relaying information, still others sitting at back up computers, ready to start them up at a moments notice should something happen to the originals.

By all appearances Prison Island was about as safe as it could be, but a good officer never trusted appearances.

Colonel Schmit knew that Shadow, and Tails would probably attempt to break in sometime today. And he had no idea how either of them planned to get in. But he did know what they planned to do once they got in, and that gave him an edge.

Shadow was going to go for the Chaos Emerald, that G.U.N. held in one of its armories, and Tails was going to try to break Sonic out of his cell. Colonel Schmit had tangled with Shadow enough times in the past to be able to predict what the dark Hedgehog was probably going to do, and set a trap, but he had never met Tails. In fact all the information that he had on Tails was third or fourth hand, and he didn't know how much of the information he could trust. So he hadn't been able to set up anything for the young Fox, except a tight security system.

However Shadow and Tails weren't the only enemies that G.U.N. had. In fact G.U.N. had quite a few more, but the most dangerous was Dr. Eggman. More than once he had been tempted to put more security around Sonic, but he resisted the temptation each time. If Eggman attacked Schmit had no idea if he could repel him, as things were. If Eggman attacked while Tails, and Shadow were inside it could spell disaster.

Boom! The sound of a muffled explosion came threw the walls, followed by another and another.

"What happened?" Schmit barked.

For a second there was no answer, and the only sound that could be heard were rapid clicks of fingers on a keyboard. Finally after what seemed like forever, but was only a few seconds, one of the officers looked up, and said, "Sir, there appears to be something wrong with the mainframe."

………………………………………………………………………………………………

Tails pulled out his high-tech binoculars, and surveyed Prison Island. He had landed his plane far enough out on the water that the men at Gun's radar station wouldn't think that their presence was suspicious. The fortress on Prison Island was pretty impressive, and the Aircraft Carrier docked at the island was almost just as impressive.

"Why are we just sitting here?" Amy asked earnestly.

He sighed, and put down the binoculars. He hadn't wanted to bring her, but she had insisted on coming, and he hadn't had the time to argue. So here she was, questioning every move he made, making the whole thing take more time.

"I already told you," he said, with a hint of annoyance in his voice. "I need to get a look at the island before we go there so that I can come up with a plan."

"We don't have time for a plan!" she practically yelled. "We have to help Sonic now!"

"We won't be any help to him if we get captured ourselves," he said, as he put the binoculars back to his face. If he was going to argue with her, he might as well survey the island while he did it.

"Tails we need to."

"Hold on," he interjected, leaning forward in his seat.

Something on the island had caught on fire, or exploded, and he wanted to find out what it was.

"What is it?" she asked.

"I'm not sure," he said, as another explosion went off, followed by several more. "It looks like someone is blowing up all of the radar dishes."

Another explosion caught his attention, this one on the Aircraft Carrier. He checked the location, and sure enough it was where the ship's radar was supposed to be.

"_If someone has blown up all of the radars then we can just fly in." _he thought, as a smile spread across his face.

"Okay we're going in." he said as he restrapped himself to the Tornado.

"It's about time." she said.

………………………………………………………………………………………………

This time it was an explosion that awoke Shadow. He resisted the urge to break out of the crate to seen what was going on, and listened. He could here men running, and shouting, which was to be expected.

He waited and listened a full two minutes before he finally decided to get out, and see what had happened for himself.

He opened the crate slowly and carefully, watchful for anyone that might notice him. However he found that his caution was uncalled for, since the helicopter was empty.

He looked out the helicopter window, and saw G.U.N. officers running around like they weren't sure what they were supposed to be doing.

"_So much for Gun's tight security." _he thought.

He lost interest in the guards, and turned to look out the window on the other side of the chopper. When he looked out the second window he saw that he wasn't on Prison Island, as he had thought, but on an Aircraft Carrier that had docked at the island. But it didn't matter he could get off this floating tub easy enough. And if he was careful he just might be able to get the Chaos Emerald, and get off of this stinking island before Colonel Schmit even knew that he was here.

………………………………………………………………………………………………

"Sir, we still don't know anything for sure, but Sergeant Rillmer has taken a look at the explosions, and he strongly thinks that it is the Equality Force." said the Private, who had just come from the Sergeant, since he hadn't been able to contact the Colonel.

Colonel Schmit scowled. The Equality Force, of all the times that they could have shown up, they had chosen today. He knew that he shouldn't be surprised. Today was the perfect day to try to break out their member that he had captured a week ago. If Tails came to break out Sonic today, and Schmit had no doubt that he would, the Equality Force would not only get the bonus of having G.U.N. distracted by Tails, but they would also distract him from Tails, giving the two tails fox all the more chance of breaking Sonic out. A win win situation as far as the Equality Force was concerned.

In hindsight he supposed that trying to take them out first, had been a bad idea. But he couldn't have just waited for them to come after him. And he knew that they would have sooner or later. After all, he was against everything that they stood for.

"Have you figured out what's wrong with the mainframe yet?" he called to officers who were at the computers typing, and clicking away.

"It appears to be some sort of virus." one of the officers said, not even looking up from his computer.

"What does it do?" Schmit asked. He needed all the information he could get, so that he could so that he could figure out a way to counter this attack.

"Well, I'm not sure, but it appears to be scrambling the computers, so the digital information from the cameras, and things of that sort are getting mixed up, it also appears to be using the computers uplink to the radios to send fake orders." the same officer told him.

Colonel Schmit turned back to the Private, and said, "Private I want you to pass along the word. Everyone is to return to their posts, and stay there until; an actual person relays an order to the contrary."

"Yes sir." The Private said, then turned, and marched out of the room.

Colonel Schmit scowled again. If he wasn't very careful he very well may loose everything that he had worked so hard for.

………………………………………………………………………………………………

To be continued…


	5. Aboard the Ark

Chapter 5 Aboard the Ark

Shadow ran threw the rooms, and corridors of Gun's headquarters, Prison Island. Avoiding being seen by G.U.N. personnel had been harder than he had originally thought it would be, but that was okay. Almost everyone that he had seen was still running around like a chicken with its head cut off. _"Perhaps Colonel Schmit is loosing his touch." _he thought to himself.

He turned a corner, and saw two short figures walking down the hall with their backs turned to him. He ran back to the concealment of the hall he had just vacated, and then risked a quick glance at the two. What he saw nearly made his jaw drop. It was the two tailed fox, along with another hedgehog, only this one was pink. Perhaps she was the one that Sonic had called Amy.

The two reached the end of the hallway, looked left, then right, and headed right.

He was tempted to go after them for a moment, but the feeling past; replaced with the hatred, and resolve that he had been nurturing to help him complete his mission.

"I will avenge you soon, Maria." He whispered to himself.

He waited a few more seconds for the two Mobians to get farther down the hall, and then he skated forward, at a very high speed, taking the left route where the other two had taken the right route.

He was going to find that Chaos Emerald, and nothing was going to stop him.

………………………………………………………………………………………………

"Colonel Schmit." the head computer officer called, saluting as he did so.

"What is it?" Schmit asked, barely able to keep his voice under control. Nothing was getting better, and he was still trying to come up with a way to contact the entire base, and get back in control before the Equality Force escaped with their member that they had obviously come for. And what about Tails and Shadow, had they arrived yet? Were they on their way? He had no way of knowing. Except that the Equality Force would probably try to get their attack to coincide with Tails' attack, and judging from high quality job that they had done so far he doubted that they had missed a bet when it came to timing the attack.

"We've isolated the virus, and should have it deleted any time in the next ten minutes." the head computer officer said.

"Good." Schmit said, resisting the urge to tell him to make it shorter. His men were doing the best job that they could, and it was time for him to get back to his job.

"Sergeant Mitchell, Sergeant Rhodes, Lieutenant Hawkings, Sergeant Erickson." He called.

"Yes sir." Came the answer from all parts of the room, as the men, who had just been called, stopped what they were doing, and gave him their attention.

"I have just been informed that we will regain control of the mainframe sometime in the next ten minutes. I want you men to head throughout the base, and make sure everyone knows it. Tell them that we will send recognition signal Bravo Charlie when the virus has been erased.'

'Rhodes you will make sure everyone on the East side of the base gets the message," Schmit said, making eye contact with Rhodes to make sure he was understood. Then he turned his attention to Erickson, and said, "Erickson, you will make sure of the same in the South end of the base.

'Hawkings," Schmit called as his scanned the room for the rather old Lieutenant, but he didn't find him. "Where is Hawkings?" Schmit asked no one in particular.

The three Sergeants looked around, and not seeing the old man said, simultaneously. "Don't know sir."

Schmit did not need this right now; one of his men disappearing in the middle of a highly critical situation, just like on the Ark. Schmit paused, as he remembered the young Sergeant who had assisted the prisoners in their escape.

Then something in Schmit's mind clicked. The young Sergeant! The Sergeant who had been the second of many dominos of disaster to fall.

"Sir?" Mitchell asked, when Schmit didn't say anything for a few moments.

Schmit brought his mind back to the present. He needed to give these men their assignments, and then get on this new, or rather old problem.

"Mitchell, you will see to it that the West side of the base is informed, and see to it that someone informs the captain of the Iron Gate. Dismissed.'

'Colonel Sanderson," Schmit called, silently cursing his luck.

"Yes sir?" said the Colonel, as he stepped forward, and saluted.

"You are in charge until I get back." Then he turned to two of the rooms six guards, and said. "You two come with me." And with that he strode out of the room.

He had to get to Sonic's cell before Hawkings did.

………………………………………………………………………………………………

Tails peeped inside the office, and to his surprise saw two of Gun's personnel lying on the floor, unconscious, next to the office's desk. "I wonder what happened to them." Tails said aloud to himself. But, apparently Amy thought that he was talking to her.

"Dose it really matter?" She asked, far louder than he felt comfortable with.

He was tempted to tell her to shoosh, but knowing her she would probably yell at him, and since that was exactly what he was trying to avoid he kept quiet.

Tails sat himself behind the computer at the desk, and tried to find Sonic's cell number. He was worried that he wouldn't be able to find it before Amy started complaining again, but he found the number, and a map to the cell, quite easily; surprisingly easy in fact.

"_G.U.N. should have better security than this." _Tails thought to himself. _"Something's wrong, this has all been way too easy."_

"I'm coming Sonic!" Amy practically yelled.

Tails jumped. He had been thinking so hard he had forgotten she was here. He turned to see what she was doing just in time to see her running out the door hammer raised high.

"_Stupid, stupid, stupid." _He thought to himself. _"I should have known better than to let Amy read over my shoulder." _

"No, Amy, don't." He called as loud as he dared, but she didn't listen. By the time he had gotten to the hall he couldn't tell which way she had gone. But that became the least of his worries when he heard footsteps heading rapidly in his direction. He had already walked a few feet down the hall, and didn't think that he could make it back to the office without being seen, or heard. So he ran for the next closest door, a janitor's closet, and hid inside. Once inside he put his ear to the door, hoping that his mad dash had been quick, and quiet enough to go unnoticed.

He heard some men run into the hall that he had just vacated, hold a barely audible conversation, and then move on. He breathed a sigh of relief, and allowed himself to lean against the door a few moments, to regain his composure.

"Don't freak out." A voice whispered from behind him.

Despite what the voice said, he jumped, and spun around to see the owner of the voice.

"Easy, easy. You need to relax," Said a green lizard.

Tails looked the lizard up, and down, with surprised and weary eyes. He was wearing an Indiana Jones style hat, and a black belt with a gold buckle with a whip attached to its left side, and a pouch attached to its right side.

"_What could he possibly be doing here?" _Tails wondered. He had only seen other humans in the base, so far, and it was highly unusual for a human military organization to hire mobians.

"Who are you?" Tails asked when he finally found his voice.

"I am Lizard, and this is Andra." Lizard said, gesturing to a squirrel that Tails hadn't noticed before.

Tails jumped again. This closet seemed to be full of surprises.

Tails gave Andra a quick once over. She carried a cloth bag around her left shoulder and a sling in her right hand.

"What are you two doing here?" Tails finally asked.

"We're here for several reasons. One of which is to help you." Lizard said, with a slight smile.

It took a moment for what Lizard said to sink in. "What do you mean 'help me'?"

"Well for starters we blew up the radar dishes so that you could fly your plane in."

Tails just stared at the lizard with a confused expression for a moment, and then finally said. "You did that?"

"Right. We also put a virus into their security system, and another one into their backup computers." Lizard said with a smile.

Tails felt flabbergasted, but the events of the past fifteen minutes were finally starting to make sense

"And the two guys unconscious in the office down the hall?" Tails asked, his face beginning to twitch with a smile of his own.

"That was us." Andra said.

Tails let his smile spread across his face. "So how did you know that we would be going into that office?" he asked.

"Well actually we didn't." Lizard said. "We went in there to hack into the cell records, and find out where they are holding a friend of ours."

"Did you notice how easy it was to bring up the cell information?" Tails asked, remembering how it had been far too easy to hack.

"Yes, but that isn't due to any sloppy work on Gun's part. One of the things that the virus was designed to do was make it easy to access any and all cell block information." Andra said.

"Ah." Tails said, another piece of the puzzle falling into place. "So you're here to break out a friend of yours?"

"Yes, but, as I said, that's not the only reason that we're here." Said Lizard. "We had planned this mission for almost a week from now, but we all decided to move it to today, when we heard about Sonic. That way we would be able to distract G.U.N. from you, and likewise you would end up distracting G.U.N. from us. We also downloaded a bunch of random information off of the computer we hacked in a somewhat feeble attempt to find out why they attacked us, and what they plan to do next."

"Pleased to meet you." Tails said, as he extended his arm, but as he did something Lizard had said caught up with him. "Wait a minute. 'we all' there's more of you?"

"Of course there's more little dude." Lizard said, as he took Tails' hand and gave it a firm shake. "Do you think that only two people could break into G.U.N. and be this efficient about it?"

"Now Lizard." Andra said. "He's only a kid, and he and Sonic usually do things quite well, and there are only two of them."

"I'm not a kid." Tails said indignantly.

"You're absolutely right." Andra said. "Please accept my apology."

Tails felt taken aback. As far back as he could remember people had treated him as if he were a little kid, even though he was capable of so much. Before now the only person who had ever treated him with any kind of respect at all was Sonic. And now he had just received an apology from someone who he had never met!

"Ah thank you." Was all Tails could think of to say.

"Sound's like the hall is clear." Lizard said.

It took Tails brain a second to catch up with Lizards sudden shift to a new conversation.

"He always changes the subject when he thinks he's going to have to apologize, or something." Andra whispered to Tails

Tails smiled, as he gave Lizard a sidewise glance; trying to see if he had heard her. Judging from the uncomfortable expression of his face he assumed yes.

Lizard opened the closet door, and peeked out, looking left, and then right. "Look's clear." He whispered.

Lizard exited cautiously followed closely by Andra, and Tails, who closed the closet door behind them, which seemed to be so loud that he thought it, was a wonder that the whole base hadn't heard it, but he knew why. Being a fox his hearing was better than most humans, and anything that made the slightest noise was magnified two or three times by his jumpy nerves. So they were probably okay.

Suddenly, quickly, and with military precision every single door along the hallway, except the closet that Tails, Lizard, and Andra had just exited, opened up, revealing the G.U.N. guards who had hidden behind them.

Apparently Tails mad dash hadn't gone as unnoticed as he had thought.

Tails jumped to the side, as G.U.N. opened fire. Thinking fast, he spin attacked one of the doors, slamming it into the arm of the guard, who had been using it for cover. The guard's weapon fell to the floor, and Tails kicked it away.

The sound of another slamming door caught Tails attention, and he turned just in time to see Lizard's whip uncurl from the door knob of another door, he had used his whip to grab the door, and slam it against the guard who had been trying to use the door for cover.

A loud cracking sound split the air, and Tails looked, and saw one of the guards crumple to the flow, knocked unconscious by one of Andra's rocks.

Tails hadn't stayed motionless while he checked on his two new allies. He had fought many robots before and even gone head to head with Eggman. Although He was beaten by Eggman, he had learned from the experience, and he knew better than to stand still in the middle of a crossfire.

Once the angle was right to hit a second door he launched himself at it in a spin attack. The guard must have seen him coming, because he attempted to jump out of the doorway a split second before Tails had launched his attack, and instead slamming the door into the guard's arms, he slammed the door into the guard's gut. Tails bounced off of the door, and used his momentum to slam into the door across the hall.

"Look out!" He heard Lizard yell. Tails turned around, and saw the guard, whose gut had been slammed, pointing his weapon at him. Tails jumped away, using his tails like a propeller to add distance to it. Then Tails turned, and went straight for his opponent. The guard had been trying to shoot in front of Tails, and didn't have time adjust his aim before Tails knocked him back into the room, behind the door that he had used as cover.

"Come on!" Tails heard Andra yell. He looked up, and saw that all of the guards were incapacitated for the moment, and Lizard, and Andra where sprinting away.

Tails reached the intersection just before them. When they headed right he started to follow, but Lizard turned pointed down the left hallway, and said. "Sonic's that way, our friend's this way." And with that they parted.

………………………………………………………………………………………………

Shadow found it. He had finally found it. After all his searching, while constantly having to dodge Gun's annoying patrols, he had found it.

He stepped into the armory, alert for any traps or safeguards that Schmit might have left to guard the Chaos Emerald, but he didn't think there was any. Schmit had had it brought here for safe keeping, not bait.

The Chaos Emerald gave off a red glow, threw a hazardous material box's window. He attempted to open the box, but found that it was locked. Shadow pulled, yanked, and pushed, but all his efforts proved in vain. He threw the box down in frustration, but it still did not open.

Then it occurred to him where he was. Shadow set down the box, and went to survey the armories shelves looking for an explosive big enough to open the box, but small enough not to put himself in any danger.

Suddenly the sound of metal hitting metal, split threw the air. He looked up as red lights started flashing, and a computerized voice called out, "Intruder in armory three. Intruder in armory three." As the armory doors began to close.

He hissed threw his teeth, grabbed the hazardous materials container, and ran for the door.

The door was closing quite rapidly, but he was moving so fast he knew he'd make it with half a foot too spare.

Then just as he reached the door frame, something knocked him out.

………………………………………………………………………………………………

Wall, bars, wall, wall with bed, wall, bars, wall, wall with bed; Sonic ran around the perimeter of his cell, ready to go nuts. He needed to get out of here. He needed to run in wide open spaces. But unfortunately wide open spaces were one thing his cell lacked. So he had tried running in his cell. At first he tried running back, and forth, but the constant about faces made him dizzy. Then he had tried running up one wall across the ceiling, and down the other wall in a continuous, rectangle looptyloop. But that had made the blood rush to his head, which of course made him dizzy. So he had had to settle for running the perimeter of his cell, which was making him a little dizzy.

As he ran the dream that he had had last night kept coming to his mind. He tried to ignore it, but locked up in a cell with nothing to do; he couldn't find the will power to make it go away. So he tried concentrating on his running, but that was making the dizziness seem worse than it already was. He was getting closer, and closer to missing a turn, and crashing into his wall, or bars, or bed. After a while, he didn't know how long, he finally stopped, and sat on his bed. The room didn't spin, but it felt a little wobbly.

He hadn't been sitting very long, when he heard the door, to the cellblock, open. "It's about time." Sonic muttered, as he stood up, to see who was coming in, and why. An old man, probably in his seventies, stepped into the room. Sonic looked behind him, but he didn't see anybody else. That puzzled Sonic. Shouldn't there be a few guards with this guy? Sonic looked the old man over for any indication as to why he was here. He was alone, which ruled out bring in another prisoner, and, sadly, his empty hands showed that he had not come to bring Sonic breakfast.

Sonic decided to be the one to ask the first question. "What do you want?"

"To get you out of here." The old man said, as he took a card out of his pocket, and swiped it through the lock on Sonic's cell, which opened in response.

Sonic stared at the old man confused. "Does this mean that I'm free to go?" he asked.

"No." the old man answered. "Colonel Schmit hasn't signed an order for your release, but you need to get out of here."

"Then why are you letting me go?" Sonic asked as he stepped out of his cell.

The old man sighed, and said, "Because you're the only one who can stop Shadow."

"What?" Sonic asked.

His days were getting weirder and weirder; a water monsters, getting arrested, the crazy black hedgehog, his weird dream, Eggman coming back, actually Eggman's reappearance wasn't all that weird, and now a mysterious rouge officer, who was helping him escape.

The old man looked like he was about to say something, but he was interrupted.

"Well, well. What do we have here?" A new voice said, from the door to the cell block.

Sonic looked, and saw Colonel Schmit, and two guards blocking the door way. If the conditions had been different, Sonic probably could get past them easy enough, but that would mean abandoning the old man, who had let him out, and Sonic wasn't about to abandon a someone who had just helped him.

As Sonic mind raced for a way to escape Colonel Schmit continued. "What are you doing down here Lieutenant Hawkings?" Colonel Schmit paused, gave the old man a knowing smile, and said. "Or should I say Sergeant Mulligan?" Sonic's expression turned to one of confusion, as he turned to see the old man's reaction to this, his mind still racing threw different escape scenarios.

The old man sighed, and said. "You'd probably remember me better by that name."

"Which is undoubtedly why you changed it." Schmit said, seeming to enjoy this conversation very much.

Sonic looked at him, and wanted nothing more than to wipe that smile right off of his face, with a spin attack, but he wasn't absolutely certain that one of the guard's wouldn't get off a quick shot, and although he was sure he'd be fine, he couldn't say the same thing about Hawking\Mulligan.

"You know fifty years hasn't changed your tactics much." Colonel Schmit continued.

"Hhiiiyyyaaaaa!" Screamed a voice, from out in the hallway. The voice that Sonic had least suspected to hear in this place, the one voice that could invoke fear on his heart, the voice of Amy Rose.

Schmit and his two guards turned to see what was happening, but before they had even completed the turn Amy's hammer hit Schmit in the arm, knocking him into the guard on his left, and sending the two of them flying into the wall. The other guard tried to bring his gun to bear on Amy, but she was faster than he was, and she knocked him into the other wall.

Amy looked up at Hawkings\Mulligan, and Sonic thought that she was going to whop him good too. So he called out. "Amy no. He's a friend." The anger drained from her face, almost instantly; replaced with a joy, and giddiness that made Sonic cringe.

"Sonic!" she shouted, as she jumped forward to give him one of her crushing bear hugs. Sonic was going to let her enjoy this one a little longer than usual, since she had come to rescue him and all, but then he remembered that they weren't the only ones in the room, and he became thoroughly embarrassed.

"Amy let me go." He wheezed out.

"Okay." She said; then turned to Hawkings\Mulligan, and asked Sonic. "Who is he anyway?"

"Well," Sonic said, as he remembered the short but confusing conversation the old man had had with Colonel Schmit. "I'm not quite sure."

Sonic and Amy turned to look at Hawkings\Mulligan expectantly, and waited for him to shed some light on the situation.

"I'm sorry, but we don't have time for long explanations. However I will say this. Sonic, you have got to stop Shadow. I don't know what's at stake, but I do know that the stakes are high.

Sonic sighed. He had been hoping with Schmit down for the count Hawkings\Mulligan would be more inclined to give him more information than just that. But he wasn't, and they couldn't take him with them so he just nodded, and said, "Alright." then ran out the door, with Amy.

……………………………………………………………………………………………...

Schmit awoke on a wheeled stretcher headed for the infirmary. His brain felt fogy. He looked at medics pushing his stretcher, and lights on the ceiling, trying to remember what had happened. When he did he jerked in an attempt to sit up, which sent a sharp pain up his arm.

One of the medics grabbed him, and pushed him back down. "You need to rest," the medic said simply.

Now that the fog was gone Schmit could feel an intense pain coming up his right arm. He looked down, and saw that it was in a cast.

"_She broke my arm!" _where the thoughts that came to his mind. _"I'll show her. I'll, now's not the time for this."_

"Someone get me Colonel Sanderson." He shouted, but the medics ignored him.

………………………………………………………………………………………………

Red lights flashed, alarms blazed, and he ran. He ran next to her. He ran much slower than he could go, so as not to leave her behind.

They ran together towards the escape pods, as Dr. Gerald had directed. But they would be okay they where together, and that was all that mattered.

They reached the escape pods, and stopped as Maria looked over the controls.

"Okay, get in, while I set these up Shadow." She said, as she started pushing buttons, and a few of the escape pods hatches popped.

Shadow shook his head, and said, "I won't leave you."

She stopped working the controls, and looked at him pleadingly, with her beautiful blue eyes. "Please," She whispered. "Just go."

A few moments later he found himself inside one of the escape pods with the hatch closed.

He watched Maria closely every moment feeling like an eternity waiting for her to finish, and enter the escape pod on his left.

BANG! A shot rang out.

Maria fell on the controls. Shadow felt his heart explode. _"No not her. Please God not her." _

She looked up from the control board, and made eye contact with him. Her eyes seemed to be pleading with him. Her lips moved. He strained to hear what she said.

"Don't let them,"

The rest was cut off by his escape pod jettisoning into space.


	6. A genius at heart

Chapter 6 A genius, at heart

"How come everybody's on my case today!" Said the voice that woke him up. A second voice said something in return, but he\she wasn't as loud as the first voice, and he was too tired to make it out.

He didn't try to wake up. He let his consciousness rise slowly.

"Fine I'll apologize the next time we meet. Ya happy!" The original voice said. Apparently the owner of that voice felt like talking louder than the second voice.

He was waking up now. There was some kind of noise in his head.

The second voice said something that he almost made out, but he missed it.

He strained to hear the next thing that was said.

"enough away yet?" A third voice said.

"Give it another minute." A fourth voice said. "Then we'll toss it in the ocean.

"_Toss what in the ocean?" _He wondered, making an effort to wake up now.

"So, why exactly," He heard the third voice start, but he stopped listening. He had remembered why he had fallen asleep. Something had knocked him unconscious, inside of G.U.N. headquarters!

His first urge was to snap awake and attack those around him, but he resisted it. Whoever was here obviously didn't know that he was awake, and he could gain valuable information, about what had happened, after he was knocked out, if he let them continue their conversation.

Shadow cracked one eye open and listened closely, and then the cause for the noise in his head became apparent. He was on a helicopter, and what his sleep fogged mind had taken for a strange noise in his head was the whirl of the helicopter blades.

"us?" The third voice had just finished saying. Shadow tried to spot the owner of the voice, but with his eye cracked the way it was, and his inability to move, do to his desire to stay unnoticed, his vision was limited, and he couldn't see the voice's owner.

He could however see other things, like a lizard, with a whip, and hat, standing by the door to the helicopter, and a female squirrel, with a sling, almost too far to his left for him to see.

"I'm not sure. That didn't make sense to me." The fourth voice said.

Shadow strained his eyes to try, and see who had spoken, but, once again, it was in vain.

"So what happened to him anyway?" Asked the squirrel, who Shadow identified as the owner of the second voice.

"Colonel Schmit set a trap for him." The fourth voice said. "He used the Chaos Emerald to lure him into that armory, and set up a sensor on the hazardous materials box that the Emerald was in. When he tripped the sensor he activated a hologram that showed the door closing slowly, and a separate mechanism that closed the door itself, only it closed much faster than the hologram made it appear. When Shadow saw the hologram of the door closing he tried to race under it, and knocked himself out."

"_That's the sneaky Major Schmit that I know... Why do I keep thinking of him as a Major?" _Shadow thought to himself.

"Why couldn't they just lock him in the room?" Asked the lizard, who Shadow identified as the owner of the voice that had awoken him. "Why'd they go to all the trouble of knocking him out?"

"Because," The fourth voice answered. "He could have used the Chaos Emerald to teleport out of the room, once he had gotten it opened. This way he was supposed to be,"

"Hey I think he's awake."

Shadow didn't even try to determine the owner of the last voice, as he sat up in an instant, opened his eyes all the way, and tried to determine who the biggest threat was.

The lizard was reaching for his whip, but Shadow knew that he would be able to avoid the weapon easy enough. The female squirrel with the sling seemed to be too shocked to do anything at the moment. There was a rather old looking G.U.N. lieutenant, who was holding some kind of container, and then there was the helicopter's pilot, who Shadow couldn't see because the back of the pilot's seat was in the way. _"Look's like the lizard's the biggest threat. He's no match for the Ultimate Life Form though." _Shadow thought

Shadow attacked the lizard, knocking him flat, as the old lieutenant, and the squirrel reacted. The squirrel reached for a bag that obviously had ammo, for her sling, in it, as the old lieutenant started heading for the door. Shadow spin attacked the squirrel knocking the wind out of her.

Shadow turned his attention to the old lieutenant and the pilot. Shadow couldn't see the pilot very well, but he could see that he was a red Mobian, and he was in the process of unbuckling. The lieutenant, on the other hand, was still headed for the helicopter door. _"He's not jumping, is he?" _Shadow wondered.

Shadow watched the lieutenant, and tried to figure out what he was doing. The lieutenant reached the door, opened it, and moved as if he was going to throw the container overboard, and that's when Shadow recognized it, as the hazardous materials container that the Chaos Emerald was in.

Shadow ran at the lieutenant, grabbed the container, and shoved the man, who had tried to throw away his prize, to the floor.

A fist came out nowhere straight for Shadow's face, far faster than any humane could move. Shadow held up the hazardous materials container for a shield, but his enemy's blow crushed it. The blow hit with such force that it knocked Shadow out of the helicopter, and into the open air.

Shadow cursed himself. Once again he had been so focused on his goal that he had forgotten to watch his back.

Shadow looked around himself, and saw that he was falling towards the ocean, but he was in luck. The Chaos Emerald was falling with him. _"The blow that knocked me out of the helicopter sure did a number on that hazardous materials container."_ He thought, as he grabbed the red Chaos Emerald, and shouted, "Chaos control!"

He disappeared from his position over the ocean, and reappeared on the tail of the helicopter.

He heard the passengers, and the pilot run around for a minute, hopelessly trying to find out where he had went, but he stayed quiet, and after a minute they closed the helicopter door, and then they all continued their journey back to the mainland.

……………………………………………………………………………………………...

"So, where we going little buddy?" Sonic asked from his perch on the wing of the Tornado, as the plane flew through the air hundreds of feet above the ground.

It felt good to be out in the open again. To be free, well technically he wasn't free, G.U.N. was going to be coming after him, but to lock him up again they would have to catch him first, and he was up to the challenge. As far as he was concerned this was the life.

"Well, we could head back to the house. I've been working on something in the workshop that I wanna show you. Besides I found something yesterday, that we should probably pick up." Tails answered

"And what's that little bro?" Sonic asked.

"A Chaos Emerald." Tails answered, with a big smile.

Sonic was impressed. He knew that Tails was a capable little hero, but he got captured for one day, and in that time Tails had managed to rescue him, and find a Chaos Emerald.

"Cool! We'll head back to your house then." Sonic said.

………………………………………………………………………………………………

"_I am a genius." _Dr. Eggman thought to himself, as he surveyed the change that had come over Chaos. The water creature hadn't grown any bigger, like he had last time, but last time he had gone from zero to two Chaos Emeralds; where as this time he only went from two to three; however the change was still worth noting. Chaos had gained some new bones that started at his chest, and went down to his feet.

"_Now to scan for the next Chaos Emerald." _Eggman thought, as he hit a few buttons on his egg-mobile. All the computers that Eggman used where highly advanced, and the ones on his personal transportation were no exception. Almost instantly one of the screens turned into a radar showing him the location of any and all Chaos Emeralds within a fifty miles radius, which was an improvement over Tails' model, which only had a ten miles radius.

"_Hmm looks like there are two in the Mystic Ruins." _He thought, as he hit a few more buttons, once again the screen changed instantly, but this time it switched to an image that was relayed to him by satellite, however the satellite was not Eggman's design, so it took almost thirty seconds to get it into the focus that he wanted.

"_I really need to send up a stealthed satellite that will run faster, but that's a job for another time." _He thought as the image finally came into focus, and when he looked at it he realized that he had made a mistake.

"_That's Knuckles looking for the pieces to his Master Emerald. Not a Chaos Emerald. I really need to adjust this thing to recognize the difference between Chaos Emeralds, and the Master Emerald." _He thought as he had the satellite switch to the other signal he had detected. Once again it took longer than he cared for. By the time it had finished he was downright testy.

"It's about time." He muttered aloud, as he examined the image before him. _"That's that black hedgehog. He's got the red Chaos Emerald." _Eggman thought to himself.

"_Hmm this complicates things. I could just have Chaos try to take it from him, or I could call in reinforcements from my base." _ Dr. Eggman thought about the situation; examining the different scenarios up, and down, trying to figure out which one had the largest chance of success. He was finished in five minutes.

"_Brilliant! I truly am a genius at heart." _He thought, as he turned to Chaos, and said aloud. "Come Chaos. Let's go see if Knuckles is as gullible as he used to be.

………………………………………………………………………………………………

One more, Knuckles had to find one more piece of the Master Emerald before he had all of the shards in this area, that he could detect. The problem was the shard seemed to be moving around, and the energy signal it gave off was slightly different than the energy signal that the pieces he already had gave off. Knuckles hoped that this was, because it was bigger than the ones he had already gathered. He was about to comb over the next area when Eggman came flying up to him, like they were chums, or something.

"Ah hello Knuckles." Eggman said, in that sleazy voice, that he had used to trick Knuckles before.

"You must think that I'm dumb, or something." Knuckles said, casually.

"Not at all, my enemy." Eggman said, with a smirk.

"_Well at least he acknowledged that we're enemies." _Knuckles thought to himself, but he didn't let his guard down. He didn't trust Eggman as far as the Dr. could diet. "So then why are you here?" Knuckles asked.

"I know that we are enemies Knuckles, but as the old saying goes. 'The enemy of my enemy is my friend.'" Eggman said.

"Nice try but you got me with this one before, remember. You tricked me into thinking that Sonic was my enemy, and then we fought so that you could steal his Chaos Emeralds, and my Master Emerald." Knuckles said.

Eggman shook his head, and said. "It's different this time. I don't know if you know but there is this new black, and red hedgehog around; he's already gotten into a fight with Sonic, and Tails."

"Yeah, so?" Knuckles asked.

"Sooo…" Eggman said, and by his tone Knuckles knew that he was, finally, about to deliver the punch line. "So, I don't know why, but this new hedgehog is collecting the pieces to the Master Emerald."

"_Oh great, another one." _Knuckles thought. "Whaat?" He said aloud, with a very suspicious tone.

"Oh drop that tone Knuckles. I'm not telling you this, because I want to help you, or anything. I'm telling you this, because I've had a little, err run in with this hedgehog, and I don't have the time to try to take him out right now." Eggman said.

"Right, you would know how much trouble a hedgehog can be." Knuckles said, with a chuckle. _"Even so, what he's saying makes sense; I should probably look into it, Incase he's telling the truth this time." _He thought.

"Anyway he should be on the other side of the Windy Valley if you want to try, and stop him." Eggman said, just before he turned around, and flew off.

………………………………………………………………………………………………

Shadow had run around almost every single rock in the Mystic Ruins, and he still couldn't figure out where the Chaos Emerald was. He wasn't certain that one was here. The energy that the red Chaos Emerald was giving off was different from the last time he had used a Chaos Emerald to detect another. He wasn't sure of the reason for this, but he assumed that all of the Emeralds where slightly different, and didn't pay much attention to it, but since it was different he was having a hard time tracing the signal. More than once he had suspected that someone else had found it before him, and was moving around the Mystic Ruins, as well.

Shadow continued his search. The area was starting to become failure. _"Wasn't there a small pond on the other side of this hill?" _He thought to himself, as he climbed to the top of it. He was thirsty, and the Ultimate Life Form had no qualms about drinking dirty water, besides trying to find cleaner water would take time, and he wasn't going to take his time. He was going to avenge her, avenge Maria, even though it would be the last thing he did.

When he reached the pond he stooped to take a drink, shaking his head to try, and cast out the memory of the dream he had had in the chopper. He had dreamed of her death, and he didn't want to remember it. He wanted to avenge it, but he wished that the memory would stop haunting him. The memory of the sound of the gun, of the look on her, beautiful face, of her hitting the floor. He willed himself to stop thinking about it. It was over, and done with, and as soon as he was finished the rest of humanity would be over, and done with.

"Give me the Emeralds you have. Now!" A gruff voice called.

Shadow looked up, and saw a red Echidna, holding something in his hand that gave off a green glowing light. _"The green Chaos Emerald!" _Shadow thought.

Shadow wasn't going to let this Emerald slip away from him, and he wasn't going to take a chance with this echidna either. He slammed into the red mobian, with a full force spin attack.

The attack knocked the echidna down, but he got up again quickly, and he came at Shadow with a right cross, punch.

Shadow jumped out of the way, bounced back, and tried to hit the echidna with another spin attack, but the echidna was ready for him this time, and he caught Shadow, with his bare hands, he already had put the glowing, green object away, and threw Shadow towards the pond.

"_Ha I'm not afraid of water like Sonic is." _Shadow thought to himself, as he hit the water with a splash.

………………………………………………………………………………………………

Knuckles put his hand over his eyes to protect them from the splash the, dark hedgehog had made.

The, dark hedgehog had surprised him at first, but he had recovered fast enough, and now it looked like he was going to get some more pieces to his Master Emerald.

The, dark hedgehog started to pull himself out of the water. Knuckles went over to see if the he had had enough yet.

"Are you ready to give me the Emerald pieces you have, yet?" Knuckles asked.

The dark hedgehog gave Knuckles a look of pure loathing, and said two words. "Chaos control!"

Nothing happened. The dark hedgehog seemed surprised by this, and his hand went to his pocket. He apparently didn't like what he found, or didn't find, there, because he immediately jumped back in the water.

"_What is he doing?" _Knuckles wondered.

As Knuckles watched, he saw the dark hedgehog start flailing around, like he was being pulled down by a current.

"_This pond is too small to have a current this strong."_ Knuckles thought to himself. Nun of the past few minutes were making sense, and he was becoming, quite confused.

"Bwa ha hah." A voice rang out.

"I know the sound of that laugh."Knuckles muttered to himself, as he turned to face Dr. Eggman.

"I thought that you said that you didn't have the time to take on this hedgehog!" Knuckles yelled to the Dr.

"And I spoke the truth." Eggman said, with a voice that was too smug for Knuckles taste. "I didn't have the time to take him out myself, so I got you to help me."

Knuckles felt like an idiot, and that made him angry. Eggman had lied to him, he should have known, should have suspected, he had originally, but somewhere along the line Eggman had gotten him to lower his guard, and he had played right into the Dr.'s hands.

It was time to throw Eggman a curve ball. Time to do something that the, old egghead wouldn't suspect.

Knuckles jumped in the water.

………………………………………………………………………………………………

"Chaos control!" Shadow shouted, but nothing happened. That was when he realized, to his horror, that he couldn't feel the red Emerald's energy in his pocket. His hand went to his pocket, even as the realization of what had happened hit him. The water; he had dropped it in the water.

He jumped back in the water, not caring for the moment what the echidna thought he was doing. He had to find his Chaos Emerald. He had to get all seven. His plan wouldn't work without all seven.

The water suddenly surged with a current that was much stronger than it had been a moment ago. That was when he realized his mistake. He had jumped in the water! Dr. Eggman had a water creature that assimilated Chaos Emeralds to make itself more powerful, and he had just given it another one!

Shadow tried to swim back to the shore, but he couldn't even tell which way was up, and which way was down, let alone where the shore was.

He picked a direction, and kicked as hard as he could, but the water changed direction, and knocked the wind out of him. He needed air now, but there was nun to be had, and he didn't think that Chaos was going to let him go anytime soon.

He tried again, not even bothering to pick a direction, this time, he just pushed himself, as fast as his oxygen starved body would let him go.

Chaos fought back, and Shadow wasn't sure if he had made any progress or not, he just kept pushing, and pushing, but the water wouldn't break, and he felt light headed.

Something grabbed him. He wasn't sure what it was, and unconsciousness was threatening to overtake him.

Water came in his mouth, and he swallowed it. He needed air! But all he got was more water.

He felt pressure on his stomach, and coughed. He didn't even realize that that meant that he was out of the water. He just coughed, and breathed too disoriented to understand anything, for the moment.

………………………………………………………………………………………………

Eggman watched Knuckles pull the, black, and red hedgehog out of the water, and start to revive him. Knuckles pushed on the, black, and red hedgehog's stomach, and the hedgehog responded by coughing up the water in his lungs.

"_Too bad he didn't have to give him CPR. That would have been entertaining to watch."_ Eggman thought to himself.

He hadn't expected Knuckles to rescue the, dark hedgehog, but it wasn't a problem. Now that Chaos had four Emeralds, that boosted his power, and a pond that gave him a strategic advantage, Eggman was sure that he could take on the two mobians.

"Crush them Chaos!" He shouted.

………………………………………………………………………………………………


	7. Wanting to unlock

Chapter 7 Wanting to unlock

Knuckles gave the dark hedgehog one last look, to make sure he was okay, before turning to see just what Chaos was. He had expected some kind of large robot with allot of underwater propellers, to create the current that had pulled the dark hedgehog under. What he actually saw wasn't anything like that.

The water in the middle of the pond had come up, and formed itself into a sea monster shape. But how could plain water do that?

"_I'll bet that doc is trying to mess with me. That this is probably just some illusion that he cooked up to distract me." _Knuckles thought, throwing a glance over each shoulder. When he didn't see anything he turned to ask Eggman what was going on, but before he could something in the pond splashed him with a wave large enough to soak him instantly.

Before Knuckles could react he felt something pull his feet out from under him, and start dragging him into the water.

"Oh no, you don't." Knuckles said, as he yanked his feet free, from whatever it was that had gotten a hold of them, and jumped back on dry land.

The water along the edge of the pond formed itself into two hands, and went after Knuckles a second time, but Knuckles punched both with a left cross, that splattered them both to pieces.

"_What kind of freak show has the fat man got going here anyhow?" _Knuckles wondered, as he scanned the water for another attack.

The sea monster shape came up again, but before Knuckles could do anything, the dark hedgehog spin attacked it in the head. The shape dissolved before Knuckles eyes as the dark hedgehog hit the top of the water, and rolled along the surface until he had reached the shore on the other side of the pond. The dark hedgehog turned around, as the water reformed itself into the sea monster shape, and tried to spin attack it again, but Chaos, as the Dr. Eggman had called it, hit him with a wave of water that knocked him back to the shore.

Knuckles jumped in the air, and glided over to Chaos, planning on dive bombing the thing in the same place that the dark hedgehog had hit it. But gliding wasn't nearly as fast as a spin attack, and Chaos saw him. Before he could move the water around Chaos formed itself into a huge arm that swung at him. He tried to dodge the watery arm, but he wasn't fast enough, and the blow connected.

Knuckles flew threw the air several hundred feet before crashing into the train track, just outside the Mystic Ruins train station. A normal person would have been crushed by the impact, but Knuckles was a hardy Echidna, and only suffered a few, rather large, bruises. The train track itself, on the other hand, was another matter. _"It looks like they will have to replace a railroad tie, and at least two rails. _Knuckles thought when he surveyed the damage, but he had a water monster, or some kind of Eggman illusion, to fight, and shook the thought of damages away, as he jumped back onto the mainland, and charged back to give Chaos, and Eggman one for.

………………………………………………………………………………………………

Eggman laughed, as Shadow tried to attack, but was, once again, pulled under by Chaos.

"_This is almost too easy." _He thought to himself. Things were defiantly going better than they had last time. Sonic and the black hedgehog had managed to coordinate their attacks, thus keeping him from being able to defend himself properly, but now it looked like Knuckles and the black hedgehog were either going to have to retreat, or be destroyed. Eggman could work with either.

"Bwahahaha." He laughed.

………………………………………………………………………………………………

Shadow wasn't going to let Chaos try to drown him, a second time, and he ignited the jets at the bottom of his shoes to try and evaporate some of the water.

Chaos gave out a groan, that Shadow assumed was one of pain, and lessened his grip on the Ultimate Life Form. This was just what Shadow was waiting for. He kicked his legs, as fast as he could, and hit the ponds small shore like a torpedo.

He was a little dazed when he got up, because he was used to hitting enemies at high speeds when his body was curled up in a spin attack, and hitting the shore with his head was a little disorienting.

The red Echidna came running up, so fast that he ran across the water, but Chaos hit him with a another wave attack, which slowed him down enough that he started to sink.

Shadow jumped up, and tried to spin attack Chaos again. The water creature was still busy with the red Echidna, and the blow connected.

Shadow rolled up to the shore, and uncurled himself to survey the situation. Chaos tried to reform himself, but in order to do so; he had to stop creating the currant that was slowing down the red Echidna, who got in a lucky shot. Chaos moved himself to another part of the pond, and started reforming yet again.

Shadow attacked immediately, but Chaos saw him coming, and quickly dropped back into the relative safety of underwater; before moving to, yet again, another part of the lake.

Shadow and the red Echidna pursued Chaos, who created another large arm, which he tried to hit Shadow with, but the Ultimate Life Form was too quick for him, and he missed.

Since Chaos had ignored the red Echidna, in order to try and take out Shadow, the Echidna reached Chaos, and hit him with an uppercut, which knocked Chaos's head out of the water.

"You're going to pay for this." Eggman shouted, as he went to such Chaos up into his flying contraption, while the water creature extended a tentacle to the water, to replace some of the mass, which it had lost.

"Not this time." Shadow said, as he jumped up to attack Eggman, but Eggman turned, so that the front of his flying contraption was facing Shadow, which opened up, to reveal something round and red. Shadow wasn't sure what the red thing did, but it was too late to change direction, and he hit it dead on, and was sent flying back into the ground. Shadow was curled up for a spin attack, but he hit the ground going backwards, which knocked the wind out of him.

Shadow lay there for a few moments, dazed. Once again he had lost his Chaos Emerald, and the red Echidna had probably lost his sometime during the fight. Shadow hadn't felt good in all the time he had been unfrozen by G.U.N., but right now he felt particularly grumpy. _"Just wait until I get my hands on you Eggman!" _He thought as he lay there wallowing in his self pity, in too much of a bad mood to even try to get up.

………………………………………………………………………………………………

Knuckles watched Eggman fly away, and then turned to the dark hedgehog. He was lying with his back to the ground, and he didn't look like he was going to get up any time soon. Knuckles wondered if he should help him. On the one hand the dark hedgehog had attacked him the moment he saw him, but on the other hand Knuckles hadn't been very nice either, and the fact that Eggman was behind this implied to him that not all was as it appeared.

Knuckles decided to go help him up. He walked over to the dark hedgehog, and extended his hand. It took the dark hedgehog a second to notice the hand, but when he did his eyes followed the hand up Knuckles arm, all the way to his face, and gave him a chilling look.

Knuckles was taken aback. He had never come across someone who could be so cold when all he had done was try to help.

The dark hedgehog got to his feet, without Knuckles help, looked him in the eye and said, "If you ever get in my way again I will kill you."

Knuckles wasn't one that took threats kindly, but part of what had happened had been his fault, and he couldn't expect everyone to be as forgiving of his foolishness as Sonic had been. Still it took a tremendous effort for him to just say, "Right." turn and leave.

As he walked he thought to himself. _"If I ever run into that dark hedgehog again I'm gonna show him just how hard it is to kill Knuckles the Echidna."_

………………………………………………………………………………………………

Amy sat on the couch completely exhausted.

After arriving at the house Tails had locked himself into his workshop\garage, saying that he wanted what he was working on to be a surprise.

"_That was three hours ago." _Amy thought to herself.

The whole situation had pleased Amy at first. She and Sonic were alone together, and it was the perfect opportunity for them to get to know each other better, but it hadn't worked out that way.

After being locked out of Tails' workshop\garage Sonic had started pacing around the house, rather quickly.

At first Amy had tried to follow him around, and start up a conversation, but he didn't seem interested. So then she tried just following him around, and waiting for inspiration, but nothing came to her, and after three hours she finally got tired. So she had sat down for a rest.

Amy watched Sonic whenever he was in the same room, but he kept moving around going from one room to another. It reminded Amy of the chase scenes in the Scooby Doo.

Finally Sonic seemed to get tired of seeing all of the rooms in Tails house in fast-forward, because he sat down on, to Amy's disappointment, the recliner, grabbed the remote, and flipped on the TV.

"Hey kids this is Al. From Al's toy barn. We got the lowest prices in town. In fact I think I feel a deal hatching right now." The TV squawked.

Sonic jammed his finger on the channel button, and the TV switched to a different commercial.

"I despise that chicken." He muttered. "Everyone knows that he's some guy in a chicken suit, not a Mobian."

After fifteen minutes of flipping threw channels they heard the sound of the door to Tails garage\workshop, opening.

Amy turned around on the couch so that she could see Tails, as Sonic turned off the TV, and zipped up to his buddy. "Well, what is it?" He asked.

Tails responded by pulling one of his hands out from behind his back, and holding up what was in it up, for inspection.

"No not the Chaos Emerald, I want to see what you've been working on." Sonic said.

"Are you sure that this is a Chaos Emerald?" Tails asked, the smile never leaving his face.

Sonic and Amy shot Tails a pair of confused expressions. Tails stifled a laugh, and pulled out another Chaos Emerald, identical to the one he was already holding. Amy and Sonic stared at the two gems a moment. Both were the same color, the same shape, and size.

"You made a Chaos Emerald?" Sonic asked.

Tails nodded.

"That's way past cool! Does it work the same way as a Chaos Emerald?" Sonic asked

Tails shook his head, and said. "Uh uh. A real Chaos Emerald gives off positive energy, where as my duplicate gives off negative energy."

Tails statement confused Amy, and Sonic, and the latter scratched his head.

"In short, if we make Eggman think that this is the real one," Tails said holding up the fake Emerald. "and he gives it to Chaos, then it will drain his energy instead of boosting it."

"Cool!" Sonic said enthusiastically. "Can you make a copy of the other six?"

"I'd need the other six to do it, but fake Chaos Emeralds get more complicated when you work with more than one." Tails answered.

"How so?" Sonic asked.

"Well," Tails answered. "when you bring two Chaos Emeralds together their power isn't added, as in ten plus ten, but multiplied, as in ten times ten. Now since a fake Chaos Emerald gives off negative energy, when you bring two of them together you have a negative times a negative, which is a positive, and" Tails stopped talking, noticing the confusion on his friends faces, and tried to think of an easier way to explain it. "Let's just say that an even number of fake Emeralds produces energy, but an odd number of fake Emeralds drains energy."

"Okaaaayyyy that works for me." Sonic said, even though his expression was one of slight confusion.

"Anyway now we can go after Eggman." Tails said.

"Yeah." Amy shouted jumping up and down. "You guys can take me with you."

………………………………………………………………………………………………

Sonic squirmed, and looked around the room for inspiration. The clock caught his attention.

"Well look at the time. We better get you back to the Train Station Amy." Sonic said.

"But." Amy started to object, but Sonic grabbed her hand, and rushed to the train station. But when he got there he was in for a disappointment.

There was no train waiting to go to Station Square, and after a little looking around he saw why. Something had damaged the train tracks, and a train couldn't reach the Station. Which meant that Amy was stuck with him.

Tails arrived a second latter, and noticed the crest fallen look on Sonic's face.

"What happened Sonic?" Tails asked.

"The train track has been damaged. Amy can't go home." Sonic said, forlornly; however Sonic's mood was, apparently lost to Amy."

"Oooh that means I'll have to sleep over at your house! Isn't that great Sonic! Amy asked.

Sonic stifled the gag that he felt coming on, as he tried to think up what he was going to do.

………………………………………………………………………………………………

Rouge the bat, folded up her palm top, put it back in her belt, and punched in the code, that she had just hacked out of the systems mainframe, to the mansion.

"_Rich people are soo stupid." _She thought to herself, as the security deactivated, and she started picking the door's lock. _"They think that they can just buy an expensive security system, and their precious valuables will be safe from the likes of me."_

The door opened and Rouge walked in. She wasn't exactly sure where the item that she was looking for was at, but she had robbed enough places like this to know how rich people think. They tended to either put something valuable where they would be able to show it off to their guests, or where they thought that nobody would be able to find it.

Military people where much smarter, like that Colonel Schmit. Rouge had a fraction of respect for military people. They forced her to push herself, and come up with something clever, unlike the rich people who just kept spending more money, and not really trying to outthink the people after their fortunes. Even so the G.U.N. had barely managed to capture her, when she had tried to steal their Chaos Emerald.

A picture of a safe hanging on the wall caught Rouge's eye as she remembered the, big bad Colonel, who had offered her the ultimatum of either staying in jail, or agreeing to help him track down Dr. Eggman, with a bomb attached to her wrist to make sure she kept in line.

Rouge moved the picture, and found a safe behind it. _"Rich people have such a lame sense of humor."_ She thought as examined safe, looking for the best way to crack it. After a minute she tried the combination, using her sensitive ears to listen for the clicks that would tell her when to turn the combination's little knob the other way.

She had the safe unlocked in less than five minutes. Hoping that Clarence had been right she opened the safe, and stared at the Chaos Emerald.

"_Yes!" _She thought as she took the gem, and then left discreetly. _"If Schmit wanted to keep me in line he should have planted a tracker on me, instead of a bomb. That way I would have at least had to make an effort to find Eggman, but this way all I have to do is go about my business, and just report that I can't find him." _

………………………………………………………………………………………………

To be continued…


	8. Mysteries of life

Chapter 8 Mysteries of life

"Are you okay, Sonic?" Tails asked, as he cleared off his end of the table.

"I'm fine." Sonic answered, with a cheerful, and at the same time odd tone.

"You're eating your dinner really slow." Tails said, not willing to drop the subject, although he had a pretty good idea why Sonic was taking the time to chew his food until its consistency was similar to that of soup.

"So?" Sonic asked, just before he took another, almost apparent, deliberately slow bight of his food.

"So, you usually wolf down your food almost as fast as you can run." Tails answered, as he started washing his plate.

It took Sonic thirty seconds to finish chewing his bight, before he could answer Tails. "I want to eat my food slowly today." Sonic said, just before taking another small nibble.

Tails shook his head, but then again he should have suspected Sonic to pull something like this after Amy had announced that they could all play, Truth Or Dare, or Spin The Bottle, right after dinner.

"Maybe we could tell her we're tired, and go to bed early." Tails suggested.

Sonic shook his head, and said. "Thought of that already. I've got a better idea."

Tails raised his eyebrow, but before he could ask Sonic what he meant, Amy came back into the kitchen.

"Sorry guys, but I couldn't find a bottle. Sonic, why are you still eating?" She said.

Sonic finished chewing slowly, and sent Tails a look that told the young fox just how he felt about Amy not being able to find a bottle before answering her.

"Because I'm not done yet." Sonic answered, just before taking a long drink of his punch.

"Well hurry up." Amy said, managing sound a bit whiney, and commanding at the same time.

Tails shook his head again, smiling like crazy. Amy turned her attention from Sonic to him. "What's with you?" She asked.

"Oh, nothing." Tails answered, trying to put on a straight face, and not doing a very good job of it.

……………………………………………………………………………………………...

"_There it is."_ Shadow thought to himself, referring to a cave he had found in Mystic Ruins earlier that day.

After finding another Chaos Emerald fifty miles from his current position, he had decided to find some kind of shelter. That was when he remembered the cave he had happened upon shortly before his fight with the Echidna.

He didn't particularly want to rest. The more time he spent resting, the more time past before he finally avenged Maria, but in this case he thought that it couldn't be helped. He was running into tough opponents on his quest for vengeance. Opponents who where highly likely to be resting, now that the sun had gone down, and he couldn't afford to have a handicap like being tired for his next fight, especially after loosing four Chaos Emeralds to that blasted water creature, Chaos.

………………………………………………………………………………………………

The sun may have been down, but Sonic was not in bed. And he wasn't planning on going to bed anytime soon either.

Sonic gave the dice another shake, examined the faces of his two opponents, decided that he had, once again, pushed their patience far enough, and rolled.

Tails shook his head anyway, and said. "Will you please stop doing that?"

Sonic smiled, and said. "Its good luck to shake the dice two or three times as many as you want it to be."

"I guess that means that you've wanted a twelve for all three of your turns." Tails said.

"My turn." Amy said joyously, as she picked up the dice and started shaking, and shaking, and shaking.

Sonic laughed at this, and Tails groaned. Now that Sonic had explained his reason, or at least lame excuse, for making this game of Monopoly take forever, Amy was adopting his style.

………………………………………………………………………………………………

The game of monopoly was finally over, to Tails relief. Under normal circumstances the game would have been a particularly short one, but Sonic, and Amy had shook the dice in their hands an obscenely large number of times, so the game ended up being two hours.

"I still can't believe I won!" Amy said. "Your strategy really works Sonic."

"Thanks Amy." Sonic said.

While playing the game he had seemed to relax his guard that he put up when Amy was around. Tails figured that it was probably because Amy was doing something normal, instead of acting all fan girlie, but now his apprehension was beginning to come back, because Sonic had said that after the game, which he had tried to make take up too much time for there to be any other activities, they would all play…

"Time for Truth Or Dare." Amy declared.

Tails saw Sonic check the clock, and turn back, a disappointed look on his face.

Tails still hadn't figured out what Sonic's big reason for staying up late was, but apparently it wasn't late enough to satisfy, whatever that reason was.

………………………………………………………………………………………………

Tails awoke to some odd shape bending over him.

"Tails come on, wake up." A voice said.

"Mmph." Tails answered, his mind too sleep fogged to identify the voice's owner.

What time was it, anyway? Tails couldn't see the window, because whoever was in his room was blocking the view, but the lack of light told him that it was very early.

Tails checked his alarm clock, groaned, and said. "It's only five twenty five."

"I know." The voice said, and this time Tails was able to identify it as Sonic's. "Come on lets go."

"We only went to bed four hours, and twenty minutes ago." Tails protested.

"Come on Tails. We gotta go after Eggman, Shadow, and Eggman's weird water creature Chaos." Sonic persisted.

"If you wanted to go after them this early, then why did we stay up half the night?" Tails asked, pulling the covers over himself, and laying back down.

"Because, I didn't want Amy to wake up when we left." Sonic said, shaking Tails as he did so.

It took Tails sleep fogged mind time to process what Sonic had said, but once he had, he knew that there was no chance of him talking Sonic out of this, which meant that he had to get up.

………………………………………………………………………………………………

Rouge pulled out her cell phone, and checked the caller ID. It was said G U N Command. She sighed, and answered it, remembering the macho Colonel as she did so.

She did have a fraction of respect for the military commander who had master minded her capture, but only a fraction. Since she started working for him she was becoming more and more convinced that her capture at Gun's hands was due to luck, more than military finesse. That meant that it would be all the easier to ditch G.U.N. when she was ready, but it also meant that pulling the ditch off wouldn't feel very rewarding, but you couldn't have everything.

"Report." The Colonel's voice came out of the phone's speaker.

"_Laaame, quoting a Sith." _She thought, but aloud she said. "Nothing so far. I've got a few leads, but nothing looks promising."

"You've had a week to find something." He hissed angrily.

She sighed. "You're the one who said 'Eggman is the biggest threat to this Nation, and tracking him down won't be easy.'."

That just made him even angrier, not that she cared. "Just don't get any ideas. Remember I can."

"I know, I know. Blow me up with the touch of a button. You only remind me every other time we talk." She said.

He huffed, and hung up.

She sighed, the last bit of her respect for the man leaving with the air that came out of her lungs. _"Was he raised by rich people or something?"_ She wondered.

………………………………………………………………………………………………

Colonel Schmit hung up the phone and leaned back in his chair, quite pleased with himself. Playing the big bad, and not very bright, military commander was a particularly easy role, and apparently the bat had bought it, hook, line, and sinker. He had been watching her movements, and knew that she wasn't really looking for Dr. Eggman, but that was fine with Schmit. She probably wouldn't be able to find the Dr. anyway, and Schmit wanted to keep an eye on her, as well as have her on call, incase a scenario came up where he actually needed her. And with the arrangement he had set up, he was able to do just that, right under her nose.

But of course she could have seen right threw his act, and just played along. There were factors that diminished that possibility, but it was still plausible, and if anything Schmit didn't want to be caught flat footed, again, ever. But still, Schmit was in a very good mood.

………………………………………………………………………………………………

Shadow looked down on Earth, from the space colony Ark, curiosity, and anger, running threw his veins. "Hmm." He muttered. He had never been to Earth, and wanted to see the planet that Maria had grown up on very much.

"What is it Shadow?" Maria asked.

Shadow jumped and spun around, startled. "Oh, Maria, you startled me." He said.

Maria smiled. She usually smiled for Shadow, because he had once told her that seeing her smile was one of the things he lived for. "Sorry. Whatchya doin?" She asked, in a rather goofy tone.

Shadow laughed, and some of the stress he was feeling left. "How come your always, so cheerful?" He asked.

"Because you're always too serious." She answered. "You need to lighten up."

Shadow shook his head, and some of the stress returned. "But we're in such a lousy situation. We didn't do anything to deserve this. We need to try and do something that would fix it." He said, sounding agitated.

"Grandpa's trying. He's smart he'll think of something." Maria said soothingly.

"It's just that sometimes I wish there was something I could do to force Major Schmit to let us go, and then we could all go down there." Shadow said, gesturing to Earth.

"Don't worry. You'll get to see it someday, and when you do I'll show you around." Maria said, taking Shadow's hand as she did so.

Shadow smiled, and said. "Don't forget about…"

………………………………………………………………………………………………

Shadow awoke from his dream slowly. For a while he just laid there, his sleep fogged mind trying to finish the dream, to remember, or make up, what happened next. But the rest of the dream didn't come, and once he became conscious enough to remember that Maria was dead, he cast all thoughts about the dream, aside. He needed to avenge Maria, and breaking down, and crying wouldn't accomplish that.

Shadow blinked his eyes open, and noticed that someone was in the cave with him. He reacted instantly, jumping up, and curling into a ball, that rolled away to the other end of the cave.

When Shadow uncurled he saw that whoever had found him had moved as well. He was now coming at Shadow, in some kind of spin attack that was very different from Shadow's own.

Shadow ignited his jets, and skated out of the way. His attacker's attack connected with the cave wall, and started tearing pieces out of it.

The cave started rumbling, and Shadow realized that there would soon be a cave-in.

He grabbed his Chaos Emerald, and was about to Chaos Control outside, when he realized something. The Chaos Emerald was giving off more energy than usual. That meant that there was another one nearby. There hadn't been a second Chaos Emerald in the cave last night, so that meant that the intruder must have brought it in.

The intruder stopped his attack, on the wall, and landed on her feet, as Shadow suddenly realized that she was a girl. And based on the fear, that was evident on her face, when she saw the cave falling apart around her, she didn't know how to use the Chaos Emerald to Chaos Control.

Once again, Shadow reacted instantly, he ran over to her, grabbed her, and shouted. "Chaos Control!"

They both appeared outside the cave, and Shadow, suddenly feeling repulsed by the fact that he was practically hugging, and being hugged by, this female, pushed her away from him.

She landed on the ground with a thump. "Ow. Is that how you treat a lady?"

Shadow grunted, and turned to leave, but then he remembered that he hadn't saved her for her own sake, but because she had a Chaos Emerald.

In the background the cave collapsed.

………………………………………………………………………………………………

Amy woke up, and jumped off of the couch. Today she was going out with Tails and Sonic, and she wanted to be ready.

She ran into the kitchen, but neither Sonic nor Tails were there. She went threw the

House from top to bottom, but didn't find them.

Finally she checked the garage. She didn't find Sonic or Tails there, but she did find the box with the Chaos Emerald in it.

"_They must have forgotten me." _She thought. _"How could they forget me?" _

She felt hurt, but then again Sonic and Tails were used to doing things themselves. They had probably got distracted, and forgot that she was there. They had even forgotten the Chaos Emerald. _"If I take the Emerald to them that will show them how helpful I can be." _

………………………………………………………………………………………………

Rouge got to her feet, as the hedgehog, who had saved her, turned back towards her, and said. "I didn't save you, because I have morals or anything. Now, give me the Chaos Emerald you have."

Rouge smiled. She knew from experience that someone who volunteered the information that they were bad was someone who was fighting his or her conscience.

"I don't know." She said. "You could have taken it from me, and left me there." She knew that that was easier said than done, but his reaction to the statement would help clarify whether or not her first assessment had been correct.

"Stop wasting my time, and hand it over." He practically barked.

"_Yep, I was right." _She thought to herself. _"He's cute when he's angry, but not as cute as that Echidna."_ Rouge lost track of what she was doing for a second, startled by train of thought she had just taken; however it only took that second for the black hedgehog to loose all patience.

He punched her.

Rouge had never been struck by a male before, some had tried to certainly, but this was the very first time that any man had actually laid one on her, and it made her furious.

"That's it." She said, as she turned, back to him, and kicked, but the dark hedgehog skated to her left, and the kick met open air. She took to the air, and gave chase.

He ran around to the other side of a stone pillar, where she couldn't see him, but even as the blur he left behind faded from her site, he had come back into view, but he was no longer skating along the ground. Apparently after he had put the pillar between him, and her, he had used his momentum to skate half way up the pillar, and then come back around, to her side, and jumped at her.

She didn't dodge in time, and his spin attack connected, bringing her to the ground, which brought a grunt of pain out of her, but didn't stop her from kicking him off of her.

She got to her feet about the same time that he did.

They just stared at each other for a moment, each trying to look angrier than the other. He moved first, and came straight at her, with a spin attack.

She was ready this time, and kicked him away from her, but the kick sent a jolt of pain up her leg.

Suddenly explosions and lights lit up the area where the dark hedgehog had been sent by her kick.

Rouge didn't bother to see what happened to him. Anyone that shot at him would probably shoot at her too, so she broke for cover. Once she was semi safely behind one of the pillars she peeked around to see who was responsible for the attack.

"Ahhh ha ha." Dr. Eggman laughed, as his hover craft zoomed off in the direction that, she presumed, the hedgehog had retreated to.

Rouge came out, from behind the stone pillar, slowly, and wondered whether or not she should go after them. She was supposed to find Eggman's base, and the best way to do that would be to hide, and stalk him when he left. But that would mean that she couldn't go after the Chaos Emerald that the hedgehog was carrying. She had no intention of finding Eggman's base, but if she past up this opportunity, and the Colonel from G.U.N. heard about it he would blow her up as fast as his finger could hit the button. And Rouge wasn't sure she could keep it a secret from him, not sure enough to bet her life on anyway.

"Gaaaaahhhhh!"

"_That sounded like the hedgehog." _Rouge thought to herself. _"And he sounded very angry."_

The sound of Eggman, and the hedgehog fighting could be heard from the direction the Dr. had taken off.

Rouge went after them slowly; careful not to make too much noise, or any sudden movements.

The sounds of the fight were getting louder.

"You're pathetic." She heard Eggman bellow.

"I'm going to kill you!" The hedgehog shouted back, and there was no mistaking the murderous intent in his voice.

Rouge was suddenly knocked flat, and completely soaked. She tried to get back up, but when she did she breathed in a mouth full of water. Before her brain could catch up with what was going on she was thrown into one of the pillars, and landed on her face. She got up on her hands and knees and coughed the water out of her lungs, not bothering for the moment to understand what had just happened.

………………………………………………………………………………………………

Eggman pulled out the spring pad, and the dark hedgehog was once again bounced off of his Eggmobile

This time Eggman had added one of his many attachments to his signature hover craft. A large laser chain gun was mounted on the bottom, and a small supply of heat seeking rockets was mounted on his left and right side.

Even though the laser chain gun was now a hunk of scrap hanging from the Eggmobile, courtesy of one of Shadow's spin attacks, Eggman's plan was going remarkably well. He had successfully distracted the dark hedgehog, which had allowed Chaos to steal the Chaos Emerald from him, and by not paying any attention to the batgirl, Chaos had successfully taken the Chaos Emerald from her as well. At least that is what Eggman assumed from the sudden spike in Chaos's energy.

Eggman sent a rocket down to the dark hedgehog, but the dark hedgehog jumped up and skated around one of the pillars at an incredible speed, and the rocket, unable to make the same maneuver that its target had, crashed into the pillar.

"You can't evade me forever." Eggman bellowed.

"I was thinking the same thing." The dark hedgehog retorted.

"_There must be this thing about hedgehogs that they keep getting in the way of my plans, and seem to be well versed in comical one liners."_ Eggman thought to himself.

Something struck Eggman's Eggmobile, and it went tumbling in the direction of one of the stone pillars. Eggman barely pulled up in time, and turned to see who had attacked him.

Chaos was allot bigger now, and looked something like an oblong spider with a tail; however Eggman didn't quite notice the shape of his water monster, because he was swinging his tail at the place Eggman should have crashed, and knocked over the stone pillar.

"Chaos! What are you doing?" Eggman yelled.

But Eggman's former servant ignored the question, and went after the Dr. a third time.

Eggman dodged the attack, ready to throw a fit. He had been betrayed. But now was not the time to try to claim vengeance. The weapons that he had with her had been chosen, because he had wanted to distract, not destroy, and besides that the laser chain gun, and one of the rocket launchers had been destroyed.

Eggman flew off, but he left Chaos some unkind words to remember him by.

………………………………………………………………………………………………

Shadow had been puzzled by Chaos's betrayal, but even before Eggman had left, he had gotten beyond his puzzlement, and was back to attacking the creature.

Eggman flew away, and Shadow began to feel excited. The reason Chaos had escaped, the last two times, was because Eggman had saved him. Now the six Chaos Emeralds that Chaos had would surely be his.

Shadow hit Chaos with spin attack after spin attack, but he had run into a problem. Even though this version of Chaos didn't have any bones, like the one he and Sonic had fought together, his watery hide was proving extremely resistant to attack.

As Eggman flew out of sight Chaos turned his attention to Shadow. Chaos tried to step on Shadow, with any of his many legs, but the hedgehog was too fast, and ran out from underneath the watery creature.

Shadow skated about thirty feet away before turning around to continue the attack, but even as he did so Chaos sent half a dozen watery tentacles, out of his back, to attack Shadow. Shadow dodged one, jumped over a second, rolled under a third, and was knocked aside by the fourth.

………………………………………………………………………………………………

Eggman put the Eggmobile on autopilot, and started working on what he would do next.

His entire plan had been dependant on Chaos serving him. Perhaps he should have read a little more from his grandfather's journal before rushing to awake the creature.

A beep from his radar distracted Eggman from his thoughts. He looked down, and saw a sight that made him smile. Sonic and Tails, or at least Tails, where in the Tornado, not ten miles away. But they where going in the wrong direction.

Eggman took a moment to plan what he'd say, and then switched on the radio. "Blue hedgehog, and two tailed fuzz ball, this is Dr. Eggman. Over." It took a few moments for them to respond. Eggman smiled as he imagined the startled look on their faces.

"Egghead, this is blue hedgehog. To what do we owe the displeasure of speaking with you? Over."

"Nothing much I just thought I'd let you know that I'm over in Station Square, and having a wonderful time, watching Chaos make a mess." Eggman said, as he stroked his mustache.

"And you're telling us this, why?" Sonic asked.

Eggman's smile grew bigger, as he answered. "Oh, no reason. I just thought I'd invite the two of you down here to give the police a hand, cleaning things up."

"Riiight." Sonic said, and then there was silence for a few moments.

Eggman watched his radar, in anticipation. If he had miscalculated… But no the Tornado changed direction, heading in the opposite direction of Station Square.

"_Yes." _Eggman thought to himself. _"Go fight that traitor Chaos."_

………………………………………………………………………………………………

Rouge looked down on the fight, between Chaos and Shadow, from her perch, on top of one of the pillars, and tried to decide what to do.

Eggman had already left, and the two fighting underneath her were the only ones left. She could go after the Dr. Tracking him down wouldn't exactly be easy, but doable, if she went after him before the trail got too cold. But she didn't really want to follow him anyway; besides that it was quite clear to her that the hedgehog down there was in a fight for his life, even if he didn't realize it, and like it or not, she owed him.

"_Dang this stupid conscience." _She thought to herself, as she got herself ready to attack.

The hedgehog, and Chaos, as Dr. Eggman had called him, were all over the place, the hedgehog zipping around with his amazing speed, and Chaos was just so big he took up a large part of the battle field. The fight seemed to be going in Chaos's favor, though. The hedghog could barely avoid his attacks, and whenever he tried to attack he got smacked around.

Rouge watched long enough to determine that the hedgehog was aiming for Chaos's head, and then waited for an opening. When she thought she saw it she jumped, and started her spinning kick attack, aimed for Chaos's head. But the water creature saw her, and knocked her aside with his tail.

Rouge went spinning, head first, into one of the pillars, and then fell to the ground.

"Owe." She moaned as she slowly got to her feet.

………………………………………………………………………………………………

Shadow saw Rouge get smacked by Chaos, and tried to spin attack his head, while he was distracted, but his watery hide was just too dense, and Shadow was repelled.

For the first time Shadow wondered if this foe was in fact too much for him. Every time he fought Chaos the watery creature was harder to take down. Shadow tried to think of something that would give him an edge, but Chaos turned his attention back to Shadow, so he had to go back to skating.

Then a miracle happened, at least in Shadow's opinion. A blue blur fell out of the sky, and hit Chaos's head. It didn't reach Chaos's brain either, but it came close.

Sonic was propelled off of Chaos's head, and Shadow felt his confidence return. Three to one, four if Sonic had brought his young, two tailed, fox friend. This time Chaos was going down, and Eggman was no where in sight.

………………………………………………………………………………………………

Sonic bounced off of Chaos, and scanned the area for Eggman, but the Dr. hadn't shown his face yet. _"I guess he thought he really had us fooled, when he tried to send us in the wrong direction." _Sonic thought to himself.

Chaos sent some of his new watery tentacle at Sonic, who ran, jumped and rolled, to dodge them. Then suddenly Sonic was past them. He looked up, and saw that Shadow, and some batgirl where also occupying Chaos's attention.

Then Tails came into the fray. He had told Sonic he would jump in after he had checked for Eggman, if the Dr. wasn't there. Sonic was surprised by this. He had been sure that they would find old Egghead watching his pet destroy stuff. Maybe Chaos was a distraction after all, while Eggman went off to do something else. Like find another Chaos Emerald?

Tails fell towards Chaos's head, already curled up in a spin attack, as he spun his tails around to increase his speed. But Chaos saw him, and swatted him aside, with one of his tentacles.

"Tails!" Sonic called, and he ran over to see if his buddy was hurt. It took a second, because Chaos wasn't going to let him just run threw, but he made it past the watery creature's tentacles, feet, and tail unscathed.

"Are you alright?" Sonic asked, when he finally reached Tails, who had just picked himself up, off the ground.

"I'm fine." Tails said.

Sonic gave his buddy a once over, just to be sure, and then they both jumped back into the fight.

Sonic ran around till he was facing Chaos, and tried to get threw the beast's defenses, which weren't all that coordinated, because he was trying to fend off four opponents at once. Sonic dodged a tentacle, that had been swung at him, steered clear of another that was just swinging by to try, and keep everyone back, and spin attacked Chaos's, now very big head.

Out of the corner of his eye Sonic saw Shadow attack at the same time.

The blows connected, and for a few moments Chaos lost his integrity. But he brought himself back together, facing the opposite direction to avoid a second attack by Sonic, and Shadow. However the effort was in vain, for he was dive bombed by Tails, and the batgirl. Chaos lost his integrity again, and fell to the ground, like some great big puddle.

Tails, and the batgirl took to the sky, while Sonic, and Shadow backed off, so as not to get caught in the puddle, by Chaos. For a moment nothing happened. And then chaos zoomed off like some great big oblong watery snake.

"Get back here!" Shadow yelled, as he took off after Chaos, followed closely by Sonic.

They rounded a corner, just in time to see Chaos vanish.

"No! no, no, no! Not Chaos Control." Shadow wailed.

"Bummer." Sonic said. "As I remember it, you and me still have a fight to settle."

Shadow looked at Sonic, and did exactly what Sonic had expected him to do. He took off, with Sonic right behind him.

To be continued…


	9. I am the

Chapter 9 I am the

Amy wondered around Station Square, feeling quite discouraged. Sonic and Tails weren't here, and Amy didn't know where else to look for them. But if she gave up she wouldn't be able to prove to Sonic that she could do this. Moaning she trudged on.

……………………………………………………………………………………………...

"Thanks for your help." Tails called to the bat, who had helped in the fight with Chaos, as he ran back towards the Tornado.

Sonic and Shadow may have had a head start, but in the Windy Valley they would probably make many twists, and turns, thus giving Tails a chance to catch up.

Tails jumped into the pilot's seat, started up the engine, and took off, watching the ground for fast moving hedgehogs.

………………………………………………………………………………………………

Knuckles woke up, and got to his feet. Sleeping in one of Station Square's parks had been the closest thing he could think of to sleeping on the island, but he was quickly learning he couldn't sleep well anywhere that wasn't home, well maybe he'd be able to once he repaired the Master Emerald.

He hadn't been able to detect any Emerald shards last night, but now that he had woken up he could feel the shards, that he had already collected, resonating with the energy, that usually meant that there was an emerald shard nearby, however the signal was strange, like the time he had gotten into the fight with the dark hedgehog, and Eggman's water creature, Chaos.

"_I hope the weird signal doesn't mean that one of them is around." _Knuckles thought, as he got back to searching.

………………………………………………………………………………………………

Sonic ran after Shadow, not about to let his dark look-alike out of his sight, not after what had happened last time. Shadow must have been thinking of last time as well, because he was headed for Station Square. _He's not gonna loose me in there this time." _Sonic thought.

………………………………………………………………………………………………

"Knuckles!" Amy yelled trying to catch his attention. Knuckles turned around, and seemed startled to see her. _"I hope he knows where Sonic is." _She thought.

"Amy, what are you doing here?" He asked.

"I'm looking for Sonic, and Tails. Have you seen them?" She asked.

"No. I haven't seen them since the last time I saw you." He said.

Amy felt her heart drop, for the third time that day. How could she be having such rotten luck? Things had been going wonderfully yesterday.

She was about to turn to go, when Knuckles spoke again.

"Hey, do you happen to have a Master Emerald Shard with you?"

"A what?" She asked.

"One of these." He said, holding up something that looked like the green Chaos Emerald, only it was an odd shape.

"No. I have a Chaos Emerald with me though." She said, holding up the gem for him to see.

"Rats." He said. "I guess that's what."

Suddenly a watery tentacle seemed to come out of nowhere, and snatch the Emerald in Amy's hand, stopping Knuckles, mid sentence.

No, this couldn't be happening. She was supposed to bring the Chaos Emerald to Sonic, to show him how helpful she could be, and now she had lost it. Instead of being helpful she had caused a problem.

"Chaos." Knuckles murmured.

"What?" She asked. But Knuckles was preoccupied and he took off without answering her.

"_Why am I always getting left behind?"_ Amy thought, feeling very sorry for her self.

"Hey! Wait up!" She called after Knuckles.

………………………………………………………………………………………………

Chaos absorbed the last Chaos Emerald, and felt his power increase.

About a block away he heard the red Echidna running, obviously looking for him.

Chaos was not going to be defeated again. Not this time. The last three times he had assumed that his new power would be enough to vanquish his foes. He would not assume so this time. Not until his power was at it's very peak.

"_Chaos control."_ Chaos thought, and teleported to the ocean. There he felt his energy expand, and what was once inanimate water, become part of himself. It actually took a few minutes for the process to complete, but once it had Chaos's mass had expanded upon millions of gallons of water.

And now it was time for them to die. All of those slavers, and would be murderers, who had no honor, would drown in himself, and when he had finally rid the world of every last one, he would be free.

………………………………………………………………………………………………

"_Pesky little hedgehog." _Shadow thought to himself. _"I'll loose you in Station Square, just like last time." _

Sonic was proving to be almost as annoying as Chaos, and Eggman, and he was trying to come up with a more permanent solution to his blue look-alike problem. The problem with that was that he couldn't think of a trap that wouldn't endanger himself as much as Sonic. And he was already pretty sure that an out and out fight was anybodies game.

"What happened?" Shadow heard Sonic ask.

Shadow checked to make sure he wouldn't run into anything, then turned to see what Sonic was talking about. Sonic was looking past Shadow towards the City, with a confused expression on his face.

Shadow was tempted to attack, but decided a look at what Sonic had seen was the more practical choice. So he turned his attention towards the city, and almost tripped over his own feet, from the shock of what he saw.

The city was being flooded. It didn't make sense. There was no dam anywhere near Station Square, and the city itself was above sea level. Had there been a tidal wave? And then the answer hit him, as clear as it was a problem. "Chaos." He growled.

………………………………………………………………………………………………

Colonel Schmit was in his office, reading a letter, very carefully. The letter had come from the Pentagon, and concerned how soon he could bring the Ark back on line. Like the letters before it, it wasn't very promising.

Schmit scowled. _"I've got to figure out a way to get them to bring it back online, without telling them why." _He thought.

The Ark had been shut down for fifty years now, and the official reports that had come out of it weren't anything that would interest those that weren't around when it had been in its prime. And he was also certain that there was one or two, who partially believed the rumors about the place, and about him. _"If anything, most of those rumors probably understate the case." _ Schmit thought.

The intercom, on his desk beeped. Schmit flicked it on, feeling annoyed at the interruption. "Yes, what?"

"Sir," The voice that came out of his intercom said. "Station Square is flooding!"

A normal man in normal times would probably have thought he had misheard, for Station Square was above sea level, and there was no dam that, if broken, could unleash a sudden flood. However Schmit was not a normal man, and most certainly not in normal times, and his first thoughts were. _"Eggman! Only someone from the bloodline of Dr. Gerald, or one of his creations could cause the impossible."_

"I'll be right there." He said into the intercom, as he got up from his desk and made for Prison Island's main command room.

As he walked down the halls different seemingly sci-fi explanations as for how Eggman could accomplish this feet swam around in his head. Could the Dr. have used a large, or large number of, fan\fans to create a sudden tidal wave? Could he have created a matter transporter, probably powered by a Chaos Emerald, that was teleporting the water from somewhere in the ocean into the city? Or maybe the Dr. had shifted gravity so that the very Earth was pulling the water from the ocean into the city.

Schmit entered the main command room, and went over to one of the monitors that were watching the city, via satellite.

"How much of the city is underwater?" Schmit asked, not taking his eyes off of the screen.

"One sixth, as of right now." Came his answer.

Colonel Schmit watched the water rise slowly, almost leisurely, but still far faster than the city could empty itself. People would start dieing soon. _"Better for civilians to die, than my military personnel." _ Schmit thought.

Schmit was beginning to think that his gravity idea was the closest one to what was happening when something happened that blew it out of the water. A skyscraper's top twenty windows were blown out, by an enormous amount of water that had gathered in the buildings top twenty floors.

At first Schmit didn't understand it, and then, finally realization struck him. No one but someone of Gerald's blood line, **or one of his creations** could cause such a thing to happen.

And then, as if fate wanted to confirm what Schmit now already knew, the water, in the top twenty floors of the skyscraper, formed itself together into the head of a giant sea monster.

"Chaos." Schmit whispered.

………………………………………………………………………………………………

"_Oh, man!" _Knuckles thought, as the water, in front of him, rose up to his feet. _"He must have all seven Chaos Emeralds." _Knuckles backed away, towards dry ground, and tried to think of something.

"Knuckles! Whats happening?" Amy called out.

Knuckles turned around, and saw her running towards him. _"What's wrong with her? Can't she see that the city is flooding?" _He thought. Then shook the thoughts away. Chaos was about to spread across the city, in both meanings of the word, and he couldn't expect everyone to react rationally. _"I am, probably, the only one who knows what's going on."_ Knuckles thought.

"Knuckles!?" Amy called again.

"Come on." Knuckles said, as grabbed her arm, and started running.

"Where are we going?" She asked.

"Away from here." He answered.

………………………………………………………………………………………………

Sonic forgot about Shadow. Chaos was flooding the city. _"He must have gone back to the garage, and found the Chaos Emerald that Tails hid in box, that was supposed to hide its energy signature."_ He thought.

Sonic was afraid. Deep down his fear of water, had surfaced, and threatened to turn Sonic around, away from the city, away from the water, which he hated, and feared so, away from the people that would die…

No, Sonic was a hero. His ego had placed the protection of the entire world in his hands when he boasted that he had saved the world, and could do it again, and Sonic was no liar. But this reasoning was only secondary, and if it had been the only reason Sonic would have stopped in his tracks, and had to talk himself into living up to his name. The real reason he was going, the reason that kept him from stopping in his tracks from fear, or even slowing down, was that people were either dieing, or about to die, and if Sonic could help, even one of them, by facing his fear, then nothing was going to stop him.

Sonic almost crashed into Shadow, who had suddenly stopped, but Sonic, and Shadow's reflexes were excellent, and they avoided a collision. As Sonic left the dark hedgehog behind, he turned to see what Shadow was doing, not slowing down as he did so.

Shadow just stood where he had stopped, starring at the city, at the place where people were dieing.

"_Jerk!" _Sonic thought.

………………………………………………………………………………………………

Tails saw Sonic pass Shadow up.

"_What's he doing?" _Tails wondered.

Sonic didn't turn around, and Shadow didn't give Sonic chase. Shadow just stood there, and Sonic kept on running. _"I don't get it." _Tails thought to himself, as he checked his radar, and only then noticed that it had detected all seven Chaos Emeralds, and few other weird signals.

Tails looked in the direction, that the radar indicated the Emeralds where, and stopped short. "Huh." Part of Station Square was under water. Tails shook his head, and looked again.

"_First Sonic, and Shadow start acting all weird, and now this." _Tails thought to himself. _"Am I dreaming? That would explain why Eggman wasn't with Chaos… Chaos!" _And then it fell into perspective.

Tails reached for the speed control, then remembered that he already had the Tornado going full speed. Tails leaned forward in his seat, his mind racing.

Sonic was afraid of water. Would he fear a Chaos induced flood? True, he didn't seam to fear Chaos, but this was a little, allot different. Would he be able to help Sonic? Or would he only be able to fly around in circles? Would he even get there before Sonic drowned? Was Chaos's weak spot still his head? Did he even have a head, anymore?

A movement caught Tails eye, and he looked, and saw the water in the top of a skyscraper form into the shape of a sea monster's head.

"_Well, at least that answers that question." _Tails thought grimly.

………………………………………………………………………………………………

Sonic ran and jumped, landed on the top of the building, that was the closest to Chaos's, now giant, head, and called out. "Hey! Remember me?!!"

One of Chaos's eyes seamed to swivel in its socket, and focused on Sonic. Almost immediately afterwards the water, that was flooding the streets, seemed to pull back for a second, and then came forward, as a tidal wave, headed straight for Sonic.

"_Yes, I guess you do." _Sonic thought.

Sonic ran, and jumped to the next building over, landed, didn't stop, jumped again, and turned around just in time to see the building he had been standing on, and the one he had just left, get seriously pummeled by the wave, but neither of them collapsed.

………………………………………………………………………………………………

Knuckles heard the sound of a small tidal wave. _"Either Eggman's stepping up the destruction, or someone just attacked Chaos." _ Knuckles thought to himself.

The image of Sonic running up to the giant head, that had popped out of a skyscraper, and challenging it, came unbidden to Knuckles mind, but he tried to cast it aside. Even Sonic wasn't that stupid. Right?

"What was that?" Amy asked.

"Keep running." Knuckles said, as he slowed down. The thought of Sonic challenging Chaos wouldn't leave, and he was beginning to feel worried.

"What are you doing?!" Amy asked, in an alarmed tone, and she started slowing down too.

"Don't stop. Go!" Knuckles ordered her. He couldn't tell her he thought Sonic was back there. Then she would go too. "I have to do something."

"Don't leave me!" Amy hollered, and she grabbed onto Knuckles arm.

Knuckles thought fast, and before his thoughts had fully materialized his lips, and hand started moving.

"Was that Sonic?" He asked, and pointed in the direction he wanted Amy to keep running.

"Where?" Amy asked, even though she saw where Knuckles had pointed, and was already running in that direction, yelling as she went. "Sooonic!"

Knuckles immediately felt guilty for lying to Amy like that, but it had produced the desired affect, and he wanted to see what was going on with Chaos, and Sonic.

"_Sheesh, it's like I already know he's there." _Knuckles thought, as he started to climb one of the buildings, hoping, as he went, that his powers of deduction where flawed.

………………………………………………………………………………………………

Sonic jumped over one building, and onto the one on the other side, as a blast of water, straight from Chaos's mouth, knocked the roof off of the building that he had just vacated.

Chaos's advance on the city had slowed to a crawl, now that he was concentrating on Sonic. So far only about a third of the city was wet, and the people who were in the dry parts of the city where evacuating faster than the water was rising. All because Chaos had his attention on Sonic. Now if Sonic could just keep his attention.

"_You're thinking defensively hedgehog." _Sonic thought to himself. _"Think offensive, offensive! Come on how did you beat him before? His head. Right?"_

Sonic turned his head to look at Chaos's, eel like, sea monster head, then to the building that no longer had a roof. _"I think his head is not the ideal target anymore." _ Sonic thought to himself.

Another wave came at Sonic, but this one was bigger than the ones before it, and Sonic had to clear three buildings in order to avoid it.

"Psst!"

"_Did someone just try to psst me in the middle of a combat zone?" _Sonic wondered, looking around for the source of the noise.

He spotted it hanging on the side of the building next to the one he currently stood on top off. "Knuckles! What are you doing here, man?" He asked.

"What am I doing here? What are **you** doing here?" Knuckles countered, in a shouting whisper.

Sonic was about to shout back, when he noticed Chaos get ready, with both a wave, and a blast of watery breath. Sonic, ran, and jumped to the next building, when he noticed that Knuckles hadn't moved. He was about to admonish the echidna when he noticed the sly dog had positioned himself on the side of the building that Chaos couldn't see. _"Clever."_ Sonic thought, and got back to trying to stay alive.

The wave hit the building that Knuckles was on, but, for some reason, the wave was weaker than most, and Knuckles had a firm grip so he wasn't knocked off. What was really odd though was that Chaos didn't send a blast from his mouth.

Sonic turned his attention back to the giant eel head, and saw a little blue plane scurrying in the air, around it. _"That's Tails!"_ Sonic thought. Part of him was glad his friend was here to help, but another part was fearful for his little buddy's safety.

As Sonic watched Chaos sent a blast of watery breath at the Tornado. Tails tried to dodge, but the blast knocked the tail off of the plane.

"No." Sonic whispered, and then shouted. "Hang on buddy!"

"Sonic wait!" Knuckles called.

Sonic turned, and saw that Knuckles was on his way towards him, still keeping out of Chaos's line of sight.

"_Coward." _Sonic thought, as he said. "I'm **not** abandoning Tails."

"You go to the plane, and you'll draw Chaos's fire there." Knuckles countered. "I'll get Tails, you make sure that monstrosity is too busy to notice."

Sonic felt his stomach do flip flop, and he immediately regretted thinking Knuckles a coward. He was a good friend, and had a more strategic mind than Sonic, and right now that just might save Tails life.

"Thanks Knux." Sonic said.

At first Knuckles seemed taken aback by Sonic's thanks, but he got over it almost immediately. "Save your thanks for later. We gotta go, now!" Knuckles said.

"Right." Sonic said, and took off, jumping buildings, headed for Chaos's big, fat head, and when he was within shouting distance called out. "Hey! Water lips, your mother was flame thrower!"

Sonic had expected Chaos to go back to fighting him, but instead the giant monster's head was looking towards the horizon. At first Sonic thought that he was going to make sure he finished off Tails before turning his attention back to Sonic, but then Sonic realized that Chaos was looking in the wrong direction for that.

Sonic looked, and saw two jets screaming towards Chaos at high speeds, well high for human built aircraft, anyway.

Chaos let loose with blast of water from his mouth. He came very close, but didn't hit either of them. However the turbulence, caused by the passage of the deadly water projectile, knocked the jets out of the pilots control for a few moments, and one of them crashed into a building. The second jet regained control, and passed over Chaos's head. Chaos's eyes followed the surviving jet around, and Sonic realized that this was his chance.

Sonic ran, and jumped to the next building, and immediately felt like something was wrong. Sonic looked around, and saw that the building, he was standing on, had been hit by one of Chaos's waves and didn't feel very secure.

Sonic stamped his foot twice, and then did a small hop in the air three times. The building held. Confident that the building could stand him running across, and jumping from it, Sonic did just that.

Sonic ran over two more water shocked buildings, on his way to Chaos, but he didn't stop to test them. He just kept running, putting little effort into stealth, and allot of effort into speed, until he had reached a building that was right alongside the skyscraper that Chaos had stuck his head out of.

Sonic heard the sound of the second jet crashing, turned his head, and barely saw the edge of a parachute before it passed out of his range of eyesight. If Sonic didn't do something now, Chaos would likely drown the pilot.

The building that Sonic was on only came half way up to the building that Chaos was on, but that didn't matter to Sonic. Sonic ran, jumped and hit the side of the building running, headed straight for the roof.

When Sonic reached the roof he ran for the edge that Chaos had stuck his head out of, calling as he went. "Ding dong. Pizzas here!"

Chaos rotated his head, until it was sideways, and he was looking straight up at Sonic, who was leaning over the edge of the building.

"_Well, maybe now that he's bigger his eye is a weak spot. Maybe. At least his brain is along the same trajectory. _Sonic thought, then leapt into the air as high as he could.

Sonic came back down, spinning his spin attack as fast as he could.

………………………………………………………………………………………………

"Good man." Colonel Schmit said.

The pilot of the second jet had just reported in on his radio, and asked for instructions.

"Get yourself out of there. There's nothing more you can do." Colonel Schmit said, as he tried to think of another plan.

"Under… Do you know that Sonic is hea? (Censured.)" The pilot said.

"What is it? Speak up!" Colonel Schmit said.

"Sonic just tried to attack the thing's head." The pilot said. "But it just pulled its head back into the building, and caught him with its jaws!"

Schmit scowled.

………………………………………………………………………………………………

There was water everywhere, and a current pulling at him. Sonic had expected to bounce off, like the last time he had fought with Chaos, but instead the creature had swallowed him, and now he would drown.

Sonic didn't know what to do, and he couldn't think of anything. His lungs hurt already.

Blam! The current smashed Sonic into a submerged wall, knocking the wind out of him. Now Sonic really hurt, and there was still no air to be had.

Sonic flailed his arms and kicked his feet. He tried opening his eyes, but everything was blurry, and the water stung, so he closed them again. His chest hurt like crazy. Something scratched his arm, and Sonic was sure that it had been strong enough to draw, at least, a little blood.

Sonic's chest gave him a feeling like someone putting too much pressure on a clogged pipe. But there was still no air to be had.

Another wall! This one somehow felt ten times worse than the first, and his flailing grew weaker, and slower.

A tingling sensation.

Sonic wondered if this was what it felt like to die, even as he flailed around trying to save himself.

The tingling sensation grew, until the water felt almost electrified, and some of the pain eased. Even as the, now, electric sensation grew Sonic's mind started to loose focus; however his reflexes still had him flailing, and suddenly, he surged forward with a burst of energy.

Sonic coughed up water, and breathed in air, for a few moments, and as his brain cleared he tried to figure out what had happened.

Sonic was a tad startled to notice that he was standing on nothing, twenty feet over the water. But that wasn't all, his thoughts were coming in clearer, sharper, and faster, his eyesight was the same, even his hearing had been enhanced, although loud noises didn't hurt them.

It was, because of his enhanced thinking that he was able to figure it out so fast. He had gone super. Chaos either by ignorance, or stupidity, had sent the current, that was pulling Sonic to his death, on a course that had passed the Chaos Emeralds, and when Sonic had gotten there he had gone super.

Sonic grinned. Now they would have a fair fight.

Sonic turned back to Chaos, who was staring at Sonic in wonder. Sonic bolted right threw Chaos's nose, threw the back of his head, and out the other side of the building Chaos had stuck his head out of.

The water seamed to loose all of its integrity, and fell to the flooded streets below. The floors below the top twenty suddenly burst open, as the water inside them pushed the windows out of their frames.

………………………………………………………………………………………………

Tails helicoptered down to the, now crashed, Tornado. After Chaos had taken out the Tornado's tail Tails had jumped out.

Amazingly, considering that it had just been shot down, and then crashed on the roof of a building, the Tornado seemed not to be in that bad shape.

"_If I can get it back to the garage I might be able to fix it." _Tails thought, and then turned his attention back to Chaos.

The water monster had just taken out another jet, and its pilot was parachuting to one of the building tops. If somebody didn't do something Chaos would kill the pilot.

Tails spun his tails around, and was about to take off, when a voice called out. "Hold it right there, Mr. Not So Bright."

Tails turned around, and saw Knuckles, hiding behind the doors to an elevator.

"If we don't do something people are gonna get hurt." Tails said, defiantly.

"And if you just rush up, and attack something that powerful, without some kind of strategy, you're going to wind up getting shot down, just like you did a few moments ago." Knuckles countered.

Knuckles words took Tails aback. Sonic had never been one for strategy. He always just ran in, and did whatever seemed like the best thing to do. But then again Sonic hadn't taken on something as big as this before. Well, maybe the Death-Egg, but that was almost an entirely different situation.

"Okay, what have you got?" Tails asked.

"Nothing yet. I've been too busy trying to get you knuckleheads' attention. But if we put our heads together I'm sure we can come up with something." Knuckles said.

There was silence for a few moments, as Tails, and Knuckles tried to think of something, anything, but nothing came to Tails, and Knuckles was in a thoughtful silence.

Tails started to get agitated. They weren't helping anyone here. Sonic was doing more by rushing in, and doing what he thought was right, but he, and Knuckles were just sitting here, thinking, and it wasn't helping anyone.

"_We Need to." _A loud crashing sound split threw the air, and Tails didn't get to finish his thought.

Tails, and Knuckles turned, and saw water falling from every part of the building that Chaos had taken up residence in, and Next to the building, Super Sonic floated threw the air, pointing his toes at the ground, to make himself look cool.

"Or Sonic could just get lucky, save the day, and then rub it in my face later." Knuckles said, but there was a smile behind his words.

………………………………………………………………………………………………

The pain of being struck like that had hurt Chaos like crazy. Sonic was now, literally, on fire. And if he had been fast before, well; now he was too fast to believe.

But the pain was already easing, as the Chaos Emeralds gave Chaos new strength, and Sonic had to be careful not to go too fast, or he would break the sound barrier, which would cause a shock wave even more damaging than Chaos's small tidal waves had been. He would win this battle, for he was bigger, stronger, and he was in control of the Emeralds. He would wear out the hedgehog eventually.

To Be Continued…


	10. Eggman!

Chapter 10 Eggman!

"I want a, slowed down, replay. Now!" Colonel Schmit said, not taking his eyes off of the screen.

"Yes, Sir." Came his answer.

The images on the screen backed up, a few seconds, and then replayed at one fourth speed.

A yellow blur, came from off screen, and went right threw Chaos's head, and out the back of the building.

"Slower." Schmit said.

The image backed up, again, and replayed at one tenth speed.

The yellow blur came threw again, very choppy this time, but enough to make Schmit smile.

"_Soo, it looks like we have a battle of gods on our hands."_ Schmit thought.

………………………………………………………………………………………………

Sonic did a, split second, 360, his hyper focused eyes taking in everything, for several miles around.

Chaos hadn't shown himself yet, but Sonic was sure that would change.

Sonic looked, zoomed, and stopped to do another 360. He was feeling very hyper, due to all of the Chaos energy running threw him, and was itching for something to happen.

The water below him started to boil.

Sonic moved, just as the water shot up like a geyser, missing him.

Another tidal wave came at him, but he just flew straight up, until he was out of the waves range.

A blast of water sent Sonic spinning threw the air.

Sonic felt his energy diminish, as he righted himself, in the air, and did another 360, looking for the source of the attack.

Chaos had formed himself into a cone, like, body, with his giant, sea monster like, head on top.

Sonic raced toward Chaos, but the giant creature, who had brought his namesake to the city, saw him coming, and purposely lost his integrity, and fell toward the flooded ground like rain.

Sonic stopped, did a quick 360, saw nothing, moved to a different vantage point, and did another 360, still nothing.

Sonic continued to move around, feeling quite agitated. The water had stopped advancing on the City, but it was not receding back into the ocean, which meant that Chaos was still in control.

In the middle of, what was probably, his twenty-fourth 360 he saw Chaos, pulling his new form up out of the water.

Sonic zoomed towards his foe, determined to hit him this time.

Another geyser like spray came out of the water below, only this one actually hit Sonic. It weakened him, and slowed him down a little, but Sonic was still super, and kept coming.

Another wave came at Sonic, from his right. If he took to the sky, where he would be out of reach of the wave, he would loose some of his momentum, and he would give Chaos the time he needed to retreat again. So Sonic moved left, until he was out of the waves reach, and continued on towards Chaos.

Another geyser! But Sonic was paying attention this time, and avoided it without slowing down.

Another geyser, and a blast from Chaos's mouth. Sonic barely skirted around them, and crashed threw Chaos's head.

Chaos's form fell towards the water below, but the flood still did not recede.

………………………………………………………………………………………………

Shadow skated up the side of a skyscraper, and jumped off onto the roof of a shorter one. The building, apparently had suffered greatly from Chaos's attack, because it immediately started to collapse, and sink into the water.

Shadow skated, and jumped onto the roof of a neighboring building, which, upon landing, didn't seem all that stable, but, none the less, didn't collapse either.

Shadow had watched from afar, as Chaos spread himself across the city. And although it had been clear that there was quite a bit of destruction, and that at least Sonic, and G.U.N. had tried to challenge the creature, he was sure of little else, and wanted to come in for a closer look.

Now that he was here, he looked out from his new vantage point.

Some of the buildings were badly damaged, others, like the one he had just vacated, had collapsed, and sunk, still others, around half, hadn't even been touched by Chaos. But there was no sign of the water creature's new, and improved, head.

Water blasted into the air, like multiple geysers. Two large waves crashed into some of the city buildings. A yellow streak flew past.

Shadow's first thought was to try and get out of the way, but then he realized that the waves weren't coming near him.

A horizontal blast of water! Spear pointed by something yellow.

Shadow looked to where the source had come from, and saw Chaos's new head, and his new body. It looked rather cone shaped, large at the bottom, and small at the top, with Chaos's new eel like head looking out over the city.

Another flash of yellow light!

This time Shadow turned to see what the light was. It was Sonic! He had gone super.

Shadow watched, as Chaos sent several watery attacks at Sonic, all of which were dodged. Then Sonic went right threw Chaos's head.

Chaos's body fell to the water below, and the flood receded a little.

Shadow smiled. Yes Sonic could be a pain, but he seemed to be just as much a help to Shadow as he was a nuisance. Maybe taking him out permanently wouldn't be such a good idea after all.

………………………………………………………………………………………………

"Yeah! Go Sonic!" Tails yelled.

Knuckles just watched in silence. He didn't share Tails enthusiasm at all. The welcome surprise, he had felt, when Sonic went super, had worn off, and now he felt nervous. True Sonic, had gone super, and he had hit Chaos a fair number of times, but Chaos had gotten his power from the Chaos Emeralds too, and had managed to score a few hits of his own.

Knuckles had the nagging feeling that Chaos would outlast Sonic. But Sonic had proven himself capable of taking on overwhelming odds in the past. And Knuckles hadn't thought he'd be able to do it any of those times either. And if he voiced his doubts now, Tails would tell Sonic, and they'd both just laugh at him later. So he just watched and waited.

………………………………………………………………………………………………

Colonel Schmit watched the computer screen, as Chaos, and Super Sonic fought. The satellite cameras had been adjusted, to better observe the two combatants, and for the past minute the only sounds that were heard, were the occasional gasp, at the speed and power, being displayed by Sonic or Chaos.

"_None of them were there when Gerald created the Ultimate Life Forms._" Schmit thought, smugly to himself. _"Until now no one, except perhaps Eggman, knew their power."_

Schmit was confident as to what the outcome would be. Sonic would kill Chaos, and then Schmit would be able to get back to the real project at hand.

………………………………………………………………………………………………

Sonic was tired. The hyper active energy, that had been coursing through his body, the first minute after going super, had left. Then there had been about a minute of just straight fighting, during which he had slowly pushed Chaos back. And now he was tired.

Being tired when he was super was different, than being tired when he was normal. When he was normal if he was tired he rested, but when he was super he was charged with Chaos Energy, that is quickly being used up. Being attacked, or attacking, or flying, used up the energy faster than if he just stood there. And when he finally got tired, from lack of Chaos Energy, he either needed more, or he needed to let his super form go. The longer he held onto it, the more stress he put his body under. Similar to holding one's breath; you couldn't do it forever.

And now, to top things off, Chaos seemed to be reluctant to come out, and continue fighting. He was down there somewhere in the flooded city, but Sonic couldn't think of a way to find him when he was hiding, he had been counting on Chaos fighting, but now the water creature seemed to be biding his time, and while he was doing that, Sonic's super form became all the harder to hang on to.

A geyser like blast knocked Sonic out of his flight path, and made him strain all the harder to hold on to his super form.

He had to do something before he reached his physical limit. He wasn't taking Chaos out fast enough. He needed to try something else.

A blast from Chaos's mouth! Sonic dodged it, and charged towards the attack's source.

Chaos lost his integrity, and fell towards the city.

Sonic stopped, above the place Chaos had been, and looked away, trying to spot where Chaos's head would pop up next, if it popped up again at all.

Below Sonic, Chaos's form stopped raining towards the city in mid fall, re-formed his head, and hit Sonic with a water blast.

………………………………………………………………………………………………

Knuckles saw Sonic get blasted up in the air, but, more importantly, he didn't see the glow that Sonic's super form gave off. During the whole fight, before hand, Knuckles had always been able to see the yellow light, given off been Super Sonic. Which could only mean one thing; Sonic had lost his super form.

Knuckles may normally have been one for strategy, when there was time to formulate one, but sometimes there was no time to be had.

His feet started taking him towards Chaos of their own accord, at top speed, before he even realized it.

………………………………………………………………………………………………

Chaos saw gravity regain control over the air born Sonic, and he started to fall, but his color had changed from yellow to blue, which meant that Chaos had won.

He would not make the same mistake as last time, by sending Sonic too close to the Chaos Emeralds. This time he would drown the pathetic little blue hedgehog as far away from the Emeralds as possible, and then there would be no one who could stop him.

………………………………………………………………………………………………

Shadow watched, as Sonic fell into Chaos's awaiting jaws. A pain stabbed at Shadow's stomach in response, but Shadow ignored it.

He didn't care if Sonic died.

………………………………………………………………………………………………

Almost everyone in the room gasped this time, Colonel Schmit included. Sonic had lost. Schmit had been sure that the hedgehog that had defeated Gerald's grandson would have been able to handle Chaos.

Now he had no idea what was going to happen, or what to do.

………………………………………………………………………………………………

Knuckles reached one of the few stable buildings, that was close to Chaos, and looked the water creature's, semi transparent, hide over, for Sonic. He saw the blue hedgehog getting pulled down Chaos's body, farther, and farther, by the current.

Knuckles just stood there a second, and went over his options, but he could only think of two. Run, or jump.

He took a deep breath, and jumped.

Knuckles hit the water with a splash, and immediately looked around for Sonic.

He was surprised by how much debris was swirling around in Chaos; pieces of buildings, cars, all kinds of odds and ends that one found in a city. But, luckily, most of those things weren't blue, and he spotted Sonic quickly; the current was pulling him down, faster and faster, but Knuckles was also in the current, and it was taking him in the same direction.

Knuckles shoved his powerful arms in front of him, and pulled himself forward. The gap between him and Sonic shrank. Knuckles repeated the process, again, and again, until at last he had reached his blue rival.

Knuckles rapped his legs around Sonic's waist, and turned back towards the surface. He was worried by the fact that Sonic didn't struggle, but had to put the thought out of his mind, because of a new problem. He was now trying to swim against the current.

Knuckles swung his arms forward, and then pushed them to his side, surging forward, and getting knocked backwards, almost immediately afterwards. Knuckles didn't pause, for there was nothing to gain by waiting, and everything to loose. He pushed again.

He got the feeling that he was going forwards more than backwards, but he was starting to tire from lack of air. He ignored this, and forced his arms to continue moving, and his legs to keep there hold on Sonic, who was doing a pretty good impersonation of a rag doll.

Knuckles continued pushing with all his might. The current seemed to lessen a little, but Knuckles assumed it was only his imagination, and concentrated harder, so as not to pass out under water.

Knuckles was sure he was almost at his limit, because the current seemed to lessen still more, and then, quite suddenly, he popped out of the water.

Knuckles didn't bother to try, and understand it; instead he took a deep breath, threw Sonic onto his back, and glided towards the nearest building.

The building's top was higher than Knuckles glide, and he hit the side, and hung on, with his knuckle claws, but he had forgotten about Sonic, who immediately slid off of his back, and fell towards the water.

"Oh, No you don't!" Knuckles wheezed out, loudly, and jumped down, and caught Sonic, with his left hand, and the wall with his right. He had been falling fast, and Sonic added extra weight, that Knuckles wasn't used to, and his claws weren't designed for, so he slid down, about ten feet, leaving a double scratch on the side of the building, where he had slid.

Knuckles looked down, and saw that Sonic's toes were dipping into the water. _"Just great."_ He thought to himself.

With one arm, Knuckles wrapped Sonic's arms around Knuckles neck, and held them there with his chin. Then he put both his arms to the task of taking them both up the wall. It was slow going, not because his arms couldn't take it, but because he didn't have a very good grip on Sonic this way, and he was afraid of dropping him.

As Knuckles slowly climbed the building he became more and more worried about Sonic. He wasn't breathing, and needed CPR, but Knuckles couldn't give it to him on the side of a building, and he couldn't risk dropping Sonic, by going faster.

Knuckles had been concentrating on his task so hard, that he didn't here the sound of the approach, until the person spoke.

"Hand him over. I'll take him up."

Knuckles carefully turned, so as not to drop Sonic, and saw Tails, hovering right next to him, and Sonic.

Knuckles inwardly praised God, and carefully handed Sonic off to Tails.

Now that he was free of his burden, in the physical sense, Knuckles was able to reach the top of the building a little ahead of Tails.

Once they were both at the top Knuckles pressed on Sonic's stomach. The hedgehog didn't respond. Knuckles tried three times more, and then applied mouth to mouth. The second press after this made the blue hedgehog start coughing up water.

Knuckles inwardly praised God again, as Sonic started to sit up, but then a thought occurred to him. Why hadn't Chaos attacked them yet? Surely they hadn't gone unnoticed, by the big blue water monster.

Knuckles looked out, and saw Chaos, fighting a flying silver light.

"_Can this day get any weirder?" _Knuckles wondered.

………………………………………………………………………………………………

Shadow put Sonic out of his mind, and searched Chaos's semi transparent body for the Chaos Emeralds.

They were a little hard to miss, being as they were glowing like crazy, and spinning in circles, on the right side of Chaos's body.

Shadow made a guess for what part of the current would take him a course past the Emeralds, and did a jumping spin attack about ten feet above the Chaos Emeralds.

Shadow hit the water, and was amazed by how powerful the current was. He tried to spot the Chaos Emeralds, but when he opened his eyes the rushing water stung them, and he closed them again.

But he could sense the power of the Emeralds, and it was getting stronger.

All at once Shadow felt his body absorb a tremendous amount of energy, and Shadow opened his eyes.

He could see this time, and the water didn't bother his eyes in the least.

Shadow looked up, towards Chaos's brain, and went for it, full speed.

………………………………………………………………………………………………

Once again Chaos felt his brain explode. This time it hadn't hurt as much as the other times, but effect was the same. His body lost its integrity, and he fell towards the flood waters below.

Chaos formed his eye, beneath the waters surface, and looked around for the source of the attack.

He saw the other hedgehog, floating around in almost the exact same pose as Sonic, but he was silver instead of yellow, and he wasn't on fire.

Chaos had an understanding of Chaos energy, and understood what this meant. Either Sonic was more powerful than the other hedgehog, and was strong enough to produce the extra energy that was needed to set one self on fire. Or it was a difference of style. If Sonic was the excitable type, and he seemed to be to Chaos, then he would probably subconsciously channel his Chaos energy in a more erratic and destructive way. Where as if this other hedgehog was the more disciplined type, and he seemed to be to Chaos, then he was more likely to subconsciously save up his energy, so that his super form would last longer, then use it up in a more powerful, but also slightly wasteful, way.

But as far as Chaos was concerned all this meant was that this hedgehog's attacks wouldn't hurt him as badly as Sonic's had, but it would also take Chaos longer to drain the hedgehog's super form of it's energy.

"_A fair trade." _Chaos thought to himself.

………………………………………………………………………………………………

Sonic coughed up water, sat up, and looked around. Tails and Knuckles were huddled over him, smiling like crazy. But all at once Knuckles stopped smiling, and looked out over the water.

Sonic followed his gaze and saw Chaos snap at a flying silver light, which moved to fast, then came around, and hit Chaos in the back of the head, causing his form to loose it's stability, and fall to the water below.

"Who's that?" Sonic asked.

"Who's who?" Tails asked back, apparently surprised by how fast Sonic had gone from unconscious too the problem at hand.

"No idea." Knuckles answered them both. "He looks kind of like you, when you're super, except he's silver, and doesn't give off as much light."

Knuckles side eyed Sonic, with a mischievous glare and said. "By the way I'm going to kill you when this is all over."

Sonic turned to Knuckles perplexed, and asked. "Why?"

"Because of your rash actions I had to drag you out of the water, and give you mouth to mouth." Knuckles said, with a mock frown.

Sonic immediately spat on the roof of the building, and wiped his mouth with his glove. "Ew grouse. I got echidna spit in my mouth.

Tails just laughed.

"Laugh it up fox boy." Sonic said, with the expression of a child who had just taken a bite of spinach.

"As amusing as this is, I think we need to get back to the problem at hand, namely Chaos." Knuckles said.

"Right." Sonic said, relieved to have an excuse to change the topic. "So, who looks like me, and has a silver super form?"

"The only hedgehogs we know are Amy, and Shadow." Tails said.

"Aw man, Amy!" Knuckles said.

"What about her?" Sonic asked.

"When I heard Chaos start trying to knock over buildings I was with Amy. I thought you might be stupid enough to attack him, and thought I should check, but she wanted to come with me. So I pretended to see you run past, pointed her in the safest direction, she went running, and then I came to find you." Knuckles said.

Sonic smirked and said. "Wish that trick would work for me."

"Sonic! she could be in real trouble." Knuckles said.

Sonic sighed, and thought for a moment, then said. "Okay you two go look for her. I'm gonna go see to our mysterious silver hedgehog."

"That's the smartest thing I've heard you say all day." Knuckles said, as they all went off in three different directions.

Sonic meant to make a snappy come back, but didn't get the chance, because Chaos roared, something fierce, and started thrashing around.

………………………………………………………………………………………………

Colonel Schmit's apprehension was much higher, as he watcher Shadow take on Chaos, than it had been as he watched Sonic battle Chaos.

He had been positive that Super Sonic would pummel Chaos, with relative ease. Now… Now he didn't know what to think. So he watched, and waited.

On the screen Super Shadow attacked Chaos, but this time Chaos didn't fall apart, but rather started thrashing around, angrily.

"_Well it looks like, whatever that was, it didn't work." _Schmit thought.

………………………………………………………………………………………………

Shadow smiled an evil smile, and stared at his prize.

The fatal flaw in Sonic's strategy had been that he had let Chaos keep the Chaos Emeralds. Shadow wasn't going to do so. He was going to take them from Chaos, and with everyone he took, he grew stronger, and Chaos grew weaker. And when he finally had all seven he would kill the stupid creature that had been a thorn in his side for so long.

Shadow looked back at the place Chaos had been thrashing, and saw nothing. Shadow did a 360, just as Sonic had done before, looking for his foe.

Chaos reformed closer to Shadow than usual. He was apparently feeling very aggressive after Shadow had taken one of the Chaos Emeralds.

Shadow saw, with his hyper focused eyes, the light of one of the Chaos Emeralds, and made a mad, flying, dash for it.

Chaos whipped out a tentacle, that he had been hiding behind a building, and was as long as he was, and slapped Shadow with it, knocking him off course.

Shadow went threw Chaos's body and out the other side; he didn't loose his Chaos Emerald, but he didn't get another either.

Chaos sent a wave, geyser like blast, and blast from his mouth at, and around Shadow.

The wave hit him, and he was slammed into a building, but still he did not let go of his Emerald.

A thought occurred to Shadow, and he smiled. "Chaos Control." He said, and appeared above, and behind his foe.

Shadow quickly planned his trajectory, and went threw Chaos's brain, but not satisfied with that, kept going into the monstrosity's body, and came out with two more Chaos Emeralds.

Shadow clutched the gems in his hand, as their power flowed into him, slowing down the rate his super form expired.

"Way to go Shads!" A familiar voice called out.

Shadow smiled. He knew the sound of that voice. Sonic had survived, and given him praise!

Shadow frowned, as he realized what thoughts, and feelings were running threw his head. They were illogical. He had already established that he didn't care if Sonic died, and he most certainly didn't care about Sonic's praise. But then why did he have these feelings?

Shadow cast his feelings into the deepest depths of his heart, and there he stomped on them. If he cared for anybody on the planet he would be unable to avenge Maria, and besides, he couldn't bear to care for someone else and then possibly loose them too.

Shadow stared down at the gems in his hands. They were the symbol, and source of power, for both him, and his foes.

He couldn't have **his** vengeance against the people who had hurt **him** if he didn't have all of the Chaos Emeralds, but carrying all seven, even when he was super, would be risky and dangerous.

"Chaos Control." Shadow said, and appeared over the roof of one of the buildings that was on opposite side of the City. Chaos's flood hadn't even gotten remotely close to this building. Shadow set two of the Chaos Emeralds down, as far out of sight as he could, and then Chaos Controlled back to Chaos.

………………………………………………………………………………………………

Tails sat down, on the edge of a building, for a minute, to catch his breath.

Sonic had run off, in Chaos's direction, to see who was attacking the monstrosity, and see if he could help, and Knuckles was looking for Amy in the area along the edge of Chaos's flood, for the time being anyway. As for himself he was looking for Amy in the parts of the City that hadn't even been touched by the flood yet. After all, Knuckles had told Amy he saw Sonic in the safe part of the city.

On the plus side Amy was pink, and wore pink clothing, which made her stand out. But on the minus side just about everyone in the city was rushing to get away from Chaos's flood, as they should be, but it made for a much bigger crowd that Tails had to look through, and being as humans were taller than Mobians, Tails might not be able to see her, even if she was right under his nose.

Tails started to get up, but as he did he felt a bulge, in his pocket, rub against his leg. He pulled the bulge out, and saw the fake Chaos Emerald, that he had brought with him. In all of the excitement he had forgotten about it.

Tails put the Emerald back in his pocket, and got back to searching for Amy, but even as he put his body to this task, his mind remained on the fake Emerald.

Could he use it as a weapon against Chaos? It would drain him of some of his energy. But Chaos would probably become very suspicious of him voluntarily throwing a Chaos Emerald into Chaos's flood waters. And besides, Chaos already had all of the Chaos Emeralds. He wasn't likely to fall for a fake when he already carried the original. Maybe if they got the real one away from him, and then pretended to drop the fake one where Chaos would get it?

A twinkle of light, just out of the corner of his eye, caught Tails attention. He turned to look, but he didn't see anything out of the ordinary.

He went in for a closer look. At first he saw nothing, and then saw three small glowing lights, as tucked away as was possible on a roof top.

They were the Chaos Emeralds.

………………………………………………………………………………………………

Shadow reappeared, and was slammed threw a building, and out the other side, by a blast of water.

Apparently Chaos was learning to predict where Shadow would appear, based on the energy output given off by activating Chaos Control.

No matter how much Shadow disliked Chaos he had to give him this, he was a fast learner, when it came to Chaos abilities.

………………………………………………………………………………………………

Sonic ran, and jumped from building to building, and watched as Shadow, and Chaos duked it out. There had been quite a few unstable buildings, but none of them fell into the water.

Shadow kept disappearing, and reappearing, and Sonic realized that this was why Shadow kept shouting "Chaos Control!". It must be the password, or something, to using the Chaos Emeralds to teleport. And of course Sonic thought that, that was way past cool.

Sonic heard the water below start rushing. Sonic looked over the edge of the building, and saw Chaos's flood retreating. Shadow was pushing him back!

"Yeah! That's showin him!" Sonic called out.

Shadow turned towards Sonic, but Sonic couldn't make out his expression, because of the distance.

Chaos took advantage of Shadow's lapse in concentration, and grabbed Shadow with his two tentacles.

"_Oops." _Sonic thought.

Chaos slammed Shadow into the building on his left, and then the one on his right, before Shadow managed to break free.

Shadow attacked Chaos's body, and came out with another Chaos Emerald.

"_What's that, his sixth?" _Sonic wondered.

"Chaos Spear!" Shadow shouted.

This one was new to Sonic, and he watched with even greater anticipation, if such a thing was possible.

A continuous beam of light came out of each of Shadow's hands, and hit Chaos, at the base of his body.

Chaos's base lost its integrity, and the part of his body just above fell towards the beam being emitted from Shadow's hands, and then the process repeated itself.

Chaos shook his head back and forth, as if he was being electrocuted.

"Ouch." Sonic said.

Chaos's head reached the beam, and was blown apart.

The rushing water just fell, and spread out in all directions. Chaos had completely lost control over the flood waters.

………………………………………………………………………………………………

Knuckles had a problem. He had been gliding around looking for Amy, and then he'd found her. Now he just had to figure out what to do.

Go down to Amy, and escort her to safety? Hardly. She wouldn't listen to him anyway, and though she wasn't the brightest girl he had ever seen, he was pretty sure that she had figured out that he had lied to her by now.

No. Going down was out of the question. Maybe he could wait, and have Sonic be the one to approach her. That would probably cool her down, and would also be a good punishment for Sonic. So, until then, he could just stay up here, and waste his time, by following her around. Yeah, Right.

Chaos's flood was retreating, but Knuckle's conscience wouldn't' let him leave Amy quite yet.

"_Why does my life have to be so complicated?" _Knuckles wondered.

………………………………………………………………………………………………

Sonic saw Super Shadow reappear, and charge into the rushing water. A second later he came back out, dragging Chaos, in his original form, behind him.

Super Shadow threw Chaos onto the street, well away from any manholes, and hit him with a super powered spin attack.

"_Hey! What on earth does he think he's doing?" _Sonic thought, as he jumped off of the building, and started running down the side of it.

Shadow hit Chaos three more times, in the time it took sonic to reach the bottom of the building.

Sonic ran over, and hit Super Shadow with a spin attack.

The effect could have been better. Sonic bounced and, and Super Shadow didn't even stagger. But he did turn around, angrily.

Sonic landed on his feet, and stared right back at Shadow, not intimidated the least by his Super form, and said. "Knock it off, or I'll have to knock some sense into you."

Super Shadow stared at Sonic for a few moments, his eyes narrowed, his fists clenched. And then he said two words. "Chaos Control."

………………………………………………………………………………………………

The other hedgehog disappeared, and that left Chaos, and Sonic.

Chaos stared at Sonic, trying to understand him. After all the fights, and almost being drowned, twice! Sonic had come to Chaos's aid, when he had been about to die himself.

Sonic turned away from the spot the other hedgehog had been, and gave his attention to Chaos.

Sonic's expression had been hard, when he had spoken to the other hedgehog, but now it was laid back, and relaxed.

"So, now what?" He asked.

Chaos couldn't speak so he just stared, but unlike the times before, where he had worked anger, and intimidation into his stare, was just simple curiosity, and thanks. Something he hadn't tried to communicate since the first day he had awakened.

He had assumed that all people were like the one's who had awakened him, cruel, and hard, or just plain unfeeling. He had judged all living creatures to be the same, for none had ever shone him kindness, or understanding. But now… Now someone had. And if there was one, chances were there was more, probably many, many more, and if that was so, then Chaos couldn't kill them. And even if there wasn't, if he wanted to try again he would have to fight Sonic again, and he did not know of anything that could make him fight a being of such honor again.

………………………………………………………………………………………………

Sonic saw the thanks, in Chaos's eyes, and decided that, for the time being anyway, Chaos was no longer a threat.

But he still didn't have an answer to his question. Now what?

"Sonic!" Tails called out, as he helicoptered down.

Sonic turned towards Tails, and then back to Chaos. Would Chaos extend his thanks to Sonic's friends?

Chaos's eyes didn't narrow, or show any other sign of hostility. Instead he just sent a glance in Tails direction, and then dropped down into an oblong, shape, and made his way to the nearest drain.

………………………………………………………………………………………………

Shadow reappeared inside the Ark, with the three of the seven Chaos Emeralds.

He hadn't wanted to come with all seven, because then he would have remained super, and risked damaging something. He had already brought the other four, and they were in the next room over.

It was time to make history, or end it.

Shadow hadn't wanted to take a chance with his teleport, since it was such a long distance, and the room where the Chaos Emeralds went had a walkway, with a very long drop. So he had teleported a few rooms away from the one that had the equipment to use the Chaos Emeralds. A simple precaution, that wouldn't cost him no more than a minute.

Shadow walked threw the few rooms, carrying the three Chaos Emeralds, quickly, and quietly. He didn't want his memories of this place to come back. It would all be over soon, anyway.

As he walked his movements became jerky, and less sure. Part of him didn't want to go threw with this. But he ignored that part, and continued walking, until he reached the last door.

Shadow straightened up, and pushed the, open door, button with allot more force than was required.

A wall of steam came out of the dark room. Shadow ignored this, and walked right in. It was a few moments later that he realized that there wasn't supposed to be anything in the room that created steam like that.

Shadow stopped, and looked around, but the room was dark, since the only light source was coming from the room he had just left. Now that he thought about it, the console, he had been approaching, should have been running, with enough blinking lights to make a Christmas tree jealous.

"Bwa ha ha ha." A familiar voice laughed, and the laugh echoed off of the walls, making for a very eerie few moments.

Lights came on, and Shadow turned, and saw the source of the steam, that had hit him when he walked in the room.

Dr. Eggman sat in the center of a rather large rectangular robot, which was hovering over the long drop Shadow had wanted to avoid. There were guns, of various shapes, and sizes scattered all over it, along with missile, and rocket launchers, and two big claws, at the end of retractable tentacles, as well as several sets of vents, dumping gas, steam, and only Eggman knew what else, into the air. Now that the robot was running, it was also making allot of noise.

Normally a very impressive display of weapons, and firepower, but Shadow had just licked Chaos, and felt annoyed, rather than impressed.

"I don't believe that I've learned your name yet." Eggman commented.

Shadow considered ignoring the question, but the part of him that didn't want to go threw with his plan, wanted him to answer, and Shadow decided that giving in on this point, might get the nagging feeling to leave him alone, once he had dealt with the Dr.

"My name is Shadow, the Ultimate Life Form." Shadow said.

Shadow could barely make out Eggman's smile, due to the distance, and lousy lighting.

"Ah a shadow, a product of the night. How appropriate. Good night, Shadow." Eggman said.

Shadow had been watching Eggman's machine for a sign of attack, but he didn't see one; however he did feel a small prick, on his back.

Shadow turned around, and saw a small round robot, hovering in the doorway. Shadow turned back to Eggman, but even as he did he felt his body start slowing down.

He still completed the turn quickly, and saw Eggman's giant machine fade, and Eggman fly forward, in that little hover craft of his.

Eggman had distracted Shadow with a hologram, and made allot of noise, so that his little probe would be able to sneak behind Shadow unnoticed, and then shoot him with a tranquilizer.

As Shadow felt sleep take him, he heard Eggman speak one more time.

"I've got to try this on Sonic some time."

………………………………………………………………………………………………

Tails landed next to Sonic, and they gave each other a high five.

"So, how'd the fight go? Did you help?" Tails asked.

"The fight was rad, and I did help, although probably not the way your thinking."

"Oh?" Tails asked. Wondering what Sonic meant by that, but also knowing that it wouldn't take more than the simple invitation to get Sonic to tell him what had happened.

"Yeah, Shadow beat Chaos, by taken his Emeralds, and using Chaos Control, that's the password to how he teleports, to disappear, and reappear all over the place. He was able run circles around Chaos, because of it, and he whooped him good. After he took the seventh Chaos Emerald, Chaos didn't have enough energy to keep the City flooded, so he reverted back to his original form, and the water started heading back into the ocean, but Shads was really mad, or something, cause he pulled Chaos out of the water, and started laying into him. Naturally Chaos was no match for super Shads, so I ran down, and hit him the back." Sonic said.

"Wow!" Tails said. "You attacked Shadow, when he was super!?"

"Yup. Bounced right off though, but Shads was really intimidated, or something, cause he split right after that." Sonic said.

Tails was just loving the story, after all it was about his favorite person.

"Then what'd Chaos do?" He asked.

"I think he was grateful that I saved his life, because he didn't attack, or anything. Then when he saw you he just left." Sonic said.

"So that brings us to now?" Tails asked.

"Yeah, pretty much." Sonic said. "I wish we knew where Shadow went, or what he plans on doing with all of the Emeralds."

Tails smiled, as he remembered something. When Sonic noticed, he sent Tails a mock inquisitive stare, and said. "Okay out with it. What's so funny?"

"Shadow doesn't have all the Chaos Emeralds. I saw where he was hiding them, during the fight with Chaos, and I switched our fake with the one that was the same color." Tails said, as he held up the same Chaos Emerald they had hid in the garage last night.

"Tails," Sonic said. "you're a genius!"

………………………………………………………………………………………………

Eggman had some of the worker bots, that he had brought with him gather up the Chaos Emeralds, that Shadow had been kind enough to deliver, and lock the hedgehog up, in the nearest convenient room.

It was funny. This morning things had been going splendidly, and then Chaos had betrayed him, which should have made for a rather abysmal day, and a grumpy Eggman along with it, but then Shadow comes along, and Eggman easily suckers him into a trap, and now he was almost giddy. In fact he was in such a good mood, he didn't mind that much that one of the Emeralds Shadow had brought was a fake.

………………………………………………………………………………………………

To Be Continued…


	11. That's what I am

Chapter 11 That's what I am

Knuckles decided that he'd wasted enough time, and glided down, next to Amy. "I know I'm going to regret this." He muttered to himself.

When she saw him land she whipped out her hammer.

"You jerk!" She yelled.

"Hold it. Hold it. I can explain." He said, as he backed off a few steps.

"Explain it to the paramedics." She countered, and ran at him, swinging.

He jumped out of the way, and glided to a nearby building, where he climbed ten feet up.

"_I knew that I was going to regret this." _He thought.

She ran towards the building, and started pounding it with her hammer, trying to shake him off with the vibration. She didn't make much of one, but she did put some rather large dents in the wall.

"Knock it off Amy! You're vandalizing public property." He hollered.

"I'll knock you off!" She countered, and kept on swinging.

"_This is nuts." _He thought, as his regret for having lied to Amy faded, and was replaced by contempt. She was overreacting big time. No wonder Sonic avoided her like the plague.

He decided that he had given her enough time to work threw her anger, jumped down, and grabbed her hammer, while she was in mid swing, and said, "Now that's enough.", putting a firm edge to his voice.

She, apparently, was oblivious to the edge in his voice, because she jerked the hammer out of his hand, letting her momentum swing her all the way around, and knocked him into the wall, that she had been hammering a moment ago. The wall was in such a bad shape from her beating that he went right threw it.

………………………………………………………………………………………………

"I can't believe I'm doing this!" Sonic shouted up to Tails, as he ran threw the city, looking for Amy.

"We'll you're doin it, and that's all that matters!" Tails shouted back, from about a hundred feet up.

Sonic sighed. He most defiantly didn't want to look for Amy, but Tails had insisted, and now here they were, actually searching her out, for a change.

"I help save the City, and this is what I get for a reward?" Sonic muttered to himself, as he looked around.

The parts of the City that had been submerged by Chaos weren't in very good shape. There were overturned cars, pieces of buildings, and, as he already knew, a few buildings had collapsed, and made quite a mess, and of course the sewers had backed up, which left a horrid smell, as well as a mess of it's own; however the worst part was the bodies. Both dead humans and mobians were scattered around randomly. There weren't very many, but occasionally he would spot one, and it chilled him.

As much as he didn't like Amy he hoped that she was okay.

"Sonic! She's over there with Knuckles. You'd better hurry up!" Tails called down.

"If she's with Knuckles why should I bother hurrying up?!" Sonic called back, as he slowed down. Now that he knew that Amy was okay, and with Knuckles, he didn't see **any **reason to actually see her.

"Because she's playing whack the echidna!" Tails called back.

"Oh, boy." Sonic muttered to himself. There was no way around it now. He would have to go see _Amy_.

Sonic rounded the corner and saw Knuckles jump out of a building, threw an already demolished wall. The thing was that this part of town was just outside of the area that Chaos had flooded, which meant that the wall had been demolished by either Amy, or Knuckles, or both.

Amy was so intent on pounding Knuckles that she didn't even notice Sonic. _"I know how to change that."_ Sonic thought, and then, careful to keep any sarcasm from his voice, said. "Amy, are you all right?"

Just as Sonic knew she would, she forgot about Knuckles immediately, and turned around.

"Sonic!" she called out, as she ran towards him, arms outstretched to give him, yet another, crushing hug.

"_This is embarrassing." _Sonic thought to himself, as he tried to keep his cheeks from turning too red, and braced himself for the inevitable hug.

………………………………………………………………………………………………

Knuckles smiled as Amy threw herself around her Sonic, to Sonic's obvious, to everyone except Amy, discomfort. _"Now we're even."_ Knuckles thought, then turned his mind to what he should be doing next.

Chaos was beaten, the flooding stopped, Sonic was okay, Tails was okay, and Amy was okay. It seemed like it was time to get back to his search for the Master Emerald shards.

Knuckles was just turning to leave, when a teenaged boy ran up to them, and said. "Hey, are you Sonic?"

Now that there was a stranger to see Amy's embarrassing hug, Sonic put that much extra effort into prying her off of him, and finally succeeded.

"Yeah, yeah, I'm Sonic." Sonic said, trying to regain his composure.

The teenager looked relieved, and said. "My Uncle's a firefighter, and he's getting ready to go into the flooded part of the City, and look for survivors. I was wondering if you could help."

Knuckles was torn between two feelings. He was getting tired of all these distractions, and wanted to get back to looking for the Master Emerald shards, but at the same time he didn't want to leave right now, when his presence could mean the difference of someone living or dieing. Then again if he didn't go now that batgirl might find the rest of the shards.

"Sure, we'll help anyway we can." Sonic said. "Right Tails?"

"Right Sonic." Tails said.

"I'm coming too." Amy said.

When Knuckles didn't say anything everyone turned towards him, and stared expectantly.

Knuckles tried to glare at them, but they were right, and he was wrong, and everyone knew.

"Yeah, I'll help." Knuckles finally said. Though he wasn't exactly happy with the delay, he didn't agree, because he was pressured into doing so, he agreed, because it was the right thing to do.

………………………………………………………………………………………………

They were all very busy for the rest of the day.

Tails was given a radio, and the job of air recon. He flew around above the city, and radioed back the best route to get from one part of the city to another. Eventually he also got a set of binoculars, and an info red scope, to help find survivors. He also was called on several times to rescue a survivor from a high place that was too unstable for a helicopter to approach.

Because of his altitude Tails saw more of the others, than they themselves did.

Sonic ran around as a sort of delivery boy; bringing jack hammers, med kits, and anything else the rescue teams may have needed. He also relayed messages for the first few hours, during which operational radios were scarce.

Knuckles seemed to keep switching back and forth from clearing the road, so the rescue teams could get threw, and sifting threw some of the larger rubble, looking for anyone that might have survived a fallen building.

Tails didn't see much of Amy, but when he did she was acting as a nurse, or Dr.'s assistant. Sonic saw this also, and, at one point, commented to Tails, that he was impressed that she wasn't grossed out at the sight of some of the more bloody victims.

Many lives were saved, because of the combined effort of the humans, and mobians; still, some didn't make it. It was hard on all of them, to watch as someone they had just tried to save close their eyes for the last time.

At one point Tails wondered if Sonic had done the right thing, by stopping Shadow from killing Chaos, but as soon as his mind registered that all that really was, was more killing, and revenge he rejected it; revenge was never justified.

………………………………………………………………………………………………

"Whoa, I am beat." Sonic said, as he practically fell into a fold up chair at a fold up table, where his friends had already gathered.

Knuckles passed a plate from the middle of the table, loaded with chili dogs, over to Sonic, and said. "Here this'll make you feel better."

Sonic took a second to look at Knuckles and noticed the friendly smirk on his rival's face.

It had been a long day, Sonic and Tails had left early that morning, without eating breakfast, Chaos had attack twice, then they'd spent the rest of the day helping find survivors, without stopping for lunch, the sun had just started setting, and the four friends where only just now stopping for a break, and to eat something.

Somehow one of the cooks had gotten wind of the fact that Sonic loved chili dogs, and had made sure that there were plenty of them.

Sonic surveyed his friends they were eating quietly, and looked as tired as he felt. And although there was some sadness in each face, for those that hadn't survived, the prevailing feeling at the meal was one of accomplishment. They had all done what they could, and were eager to tell each other so.

"You did a good job today Amy." Sonic said, just before taking a big bight of a chili dog.

For once it was Sonic who was making Amy blush. "Not really. You, Knuckles, and Tails were the ones doing the really important jobs. I was just handing stuff to people.

"So was I." Sonic countered.

"Besides," Tails put in. "didn't I see you holding pressure on a guy's wound, when they ran out of bandages?"

Amy blushed some more, but before she could say anything Knuckles spoke up. "Well if I remember correctly I heard a fireman, and police officer talking about a certain two tailed fox who pulled a kid out of a burning building… seconds before it started collapsing."

Sonic smiled at Tails, and ruffled his hair. Now it was Tails turn to blush. "It wasn't seconds." Tails said. "It was more like a minute."

The meal continued, the compliments flowed freely, and the four friends grew closer. Every now and again one of the survivors, a fireman, police officer, or plain old civilian would come over, and give one or more of them a compliment. Despite the death they had seen that day Sonic was pleased with himself, and his friends, and he was sure they all felt the same way. That is until their meal was interrupted when a police officer, wearing a sour expression on his face, came in, and immediately walked over to Sonic and his friends.

"I'm sorry." The man said, and Sonic got the impression that he really meant it, though he wasn't sure why the man was saying sorry in the first place. "But it looks like you guys have got some more work to do."

"We've been working all day." Knuckles pointed out.

"I know, but apparently **somebody** doesn't care." The man said forlornly, then lifted his walkie-talkie to his face and said. "Here he is." And with that he handed the radio to Sonic, and turned to leave.

Sonic looked at the man, with a puzzled look on his face, turned to his friends, saw his look mirrored on their faces then turned to the radio, pushed the talk button and said. "Yes?"

There was a moment of static, then a voice. "If you don't want to miss the show I suggest you get to the nearest TV, and see what's on this time of night." Came the distorted, but still familiar voice of Dr. Eggman.

………………………………………………………………………………………………

Colonel Schmit was in the middle of his own, late, dinner, with an important guest, when he was interrupted by the captain of the Iron Gate.

"Schmit! What on Earth do you think your doing?!" The captain bellowed.

Schmit didn't know the captain of the aircraft carrier that was assigned to his base very well. He couldn't even remember the man's name; however he did know that it was out of character for the captain to get angry like this, and instantly knew that he wasn't talking about Schmit eating dinner.

"What on Earth are you talking about?" Schmit countered, keeping his voice more civilized than the other.

"Don't give me that!" The captain said, his voice had dropped in volume, but only enough to barely be noticeable. "Why the evacuation order?!"

Just then the captain noticed Schmit's guest, and straightened up. "My apologies general."

"Save your apologies for later." The old general said. "I want to know about this evacuation order." The general turned to Schmit, and waited expectantly.

"I don't know what he's talking about." Schmit said, calmly.

"He's talking about the order I sent under your name." Came a voice threw the radio Schmit was wearing."

Colonel Schmit pulled the radio out of his pocket, and prepared himself for his first verbal dance with the most dangerous man in the world, Dr. Eggman.

"And why would you do a thing like that?" Schmit asked.

"You'll see in a minute. I plan to put on a show, in the next few minutes, and your little aircraft carrier is one of my props. I called to let you know that the experiment is a dangerous one, and that it wouldn't be wise to let your men get too close." Eggman said.

"Understood." Schmit said, to the astonishment of both the general, and the captain.

"With all due respect, sir…" The captain started, but the general cut him off.

"Quiet. Colonel Schmit is our Robotnick expert. He knows what he's doing."

"Will there be anything else?" Schmit asked.

"You're allot more cooperative than most military men I've had the displeasure of coming across." Eggman commented.

"Most of them didn't understand you the way I do." Schmit said.

"Well, since your being such a good sport about it I'll tell you. I'm going to be making an appearance on every television network in the world, as soon as I can get a message threw to Sonic. Be sure to catch it." Eggman said.

"Right." Schmit said.

………………………………………………………………………………………………

Sonic watched as the news reporter, on the TV, was replaced by Dr. Eggman.

"Greetings citizens of the world." Dr. Eggman said, smiling wickedly. "I am Dr. Eggman, the world's greatest scientist, and soon to be, the world's greatest ruler."

The scene switched to an aircraft carrier, docked at an island.

"That's Prison Island." Tails said, as the camera moved around, showing all of the sides of the carrier it could, without dropping lower than five, or six hundred feet lower than the large ship's highest point.

"You see before the G.U.N. aircraft carrier Iron Fence." Eggman said.

………………………………………………………………………………………………

In G.U.N's control room Schmit heard the Iron Gate's captain scoff at Eggman's getting his ship's name wrong. "Quiet." He hissed.

"A great ship and example of G.U.N's might." Eggman continued.

The scene changed to one in outer space, and zoomed in on something that looked like a large asteroid.

"_No." _Schmit thought. _"It can't be." _But it was. _"The Ark!"_ And with that thought Schmit was filled with dread.

………………………………………………………………………………………………

The large asteroid on the TV exploded. _"What was the point of that?" _Sonic wondered. But even as he was wondering the dust started to dissipate, and he saw that only half of the asteroid had been blown away, and under it was, of course, the face of Dr. Eggman, not as big as it had been on the Death Egg, but still bigger than any of the presidents' heads on Mt. Rushmore.

"Now behold! the might of the Eggman Empire!" Eggman said from off screen.

The tip of Eggman's larger than life nose, which was already pretty large, started to glow green. The scene changed back to the aircraft carrier. For a second nothing happened. Then the scene changed back to Eggman's large face. The glow at the end of the nose had gotten larger, but Sonic, barely had time to notice this, because it immediately fired a green line towards Earth.

Sonic almost made a crack about the laser, coming from Eggman's nose, resembling something else that comes out of the nose, but he thought better of it.

The scene changed back to the aircraft carrier, which was immediately struck by a large green laser from the sky. The laser hit the back of the ship completely vaporizing that section, then slowly faded as the rest of the ship started to sink.

The scene changed back to Dr. Eggman. I am sending a list of demands to the world's leaders. If the rest of you don't won't to face my wrath, I suggest you urge them to cooperate. I have ways of finding out who is for and who is against my proposal, in the days to come. Know that those that side with me will be dealt with gently, and those that oppose me shall be dealt with harshly. Bwa ha ha ha.

………………………………………………………………………………………………

Shadow woke up slowly. The tranquilizer induced sleep had been of more cheerful dreams than he had had of late, but they were also of the variety that didn't make much sense. In the last one he had been trying to catch Sonic, or maybe Sonic had been trying to catch him, the dream kept switching, but him and Sonic never got around to fighting, they just kept chasing each other, as if it was a game of tag, or a race, or something, and they were both smiling.

A smile on Sonic wasn't anything unusual, but Shadow hadn't smiled for a long time, over fifty years if you wanted to get technical about it.

Shadow pulled his mind away from his dream, and tried to figure out where he was. He was sitting on the floor in a small room, next to a bed? If he had come in here to sleep shouldn't he have laid down on the bed, rather than the floor?

For a brief instant Shadow thought he saw someone sleeping in the bed. He jumped up, to see who it was, but there was no one there. The bed was made, nice and neat, and it had a layer of dust on it. There was no sign of anything there, and the smooth pattern of the dust proved that nothing could have been there.

Shadow turned his attention to the rest of the room. There was a desk with a monitor, mouse, and keyboard that hooked up to the Ark's main computer, there was also a modest dresser, closet, a door to a room that Shadow remembered being the restroom, and a heavily armored door, that led into the rest of the Ark.

The tranquilizer had almost completely worn off now, which left Shadow's mind clear enough for a thought to strike him, that sent enough adrenaline threw him to chase away the last bits of tranquilizer induced fog. _"Am I in Maria's room?"_

Shadow spun around, and observed the room more closely. The room was painted the standard dull grey, not the cheerful light blue, that Maria's had been. The marks along the restroom doorjamb, that had been used to mark the height of Maria, and Shadow, where not there. Shadow finished his analysis of the room, and concluded, to his partial relief, that he was not in Maria's room; however it was almost as bad as if he was. The was only two types of bedrooms on the Ark, the kind he was in, and a mirror image of the one he was in. And he happened to be in one that matched Maria's room.

Shadow zipped to the door, and opened it, or rather tried to, but the door resisted his efforts.

Shadow turned back to the room, and put his back to the door. He didn't want to relive the memories of Maria. He wanted to avenge her, not relive the pain of loosing her. But in order to escape the memories of this place he had to get past the door. Shadow knew that he couldn't just spin attack the door down, it was far to thick; designed to protect whoever might decide to hide from an Ultimate Life Form, in one of these rooms. Shadow had never thought about how that could also make the rooms excellent prisons. He had always thought the Ark a prison, but never the rooms specifically. Shadow looked around the room for a way to get past, or around the door. The computer caught his eye. He might be able to hack the computer, and get the door open. But he wasn't very good with computers.

Maria had always preferred real things, and talking to people face to face, over the games, and messages that computers provided. Shadow remembered the that Maria had a checkers, and chess set, made up of whatever she could scrounge around, and the time Dr. Gerald had managed to pull together enough odds, and ends to make a complete monopoly set, with the thimble, battleship, hat, and shoe, for the pieces.

"Shadow, you want to play a game of checkers?" Maria asked, as she pulled the board, and pieces out from under the bed.

Shadow stared for a moment, shook his head, and looked again. Maria was gone, or more precisely never there. He was seeing things.

The sound of the door opening reached Shadow's ears. Not sure what to expect Shadow turned to see who it was.

"Hey, Shads." Sonic said, nonchalantly as he walked in. Shadow backed away from the door, then shook his head, and looked again. The door was still closed, no one had come in. He was going crazy.

Shadow stopped thinking and spin attacked the door. He bounced off turned around, and spin attacked the door again. He had to get out of there.

………………………………………………………………………………………………

Sonic was tapping his foot, Amy was wringing the bottom of her dress in her hands, Knuckles was just standing there with his arms folded, and Tails… Well Tails couldn't find suitable way to vent his frustration, and impatience. He had tried pacing, tapping his foot, like Sonic, crossing his arms, like Knuckles, he didn't have a dress like Amy, so he had tried wringing his tails, that hadn't been such a bright idea, but nothing worked.

The last time anything like this had happened had been when Eggman had launched the Death Egg. Then Sonic and Tails had been lucky enough to be chasing Eggman, in the Tornado, and they managed to board the battle station as it was taking off. But this time… This time the Tornado was busted, and even if it wasn't the Ark was already in space, where they couldn't reach it.

Shortly after seeing Eggman's performance on the TV Sonic and Tails had been approached by a G.U.N. officer who had said the general of G.U.N. wanted to talk to them about Eggman's latest scheme, and asked them to meet him at the hospital helipad. Sonic had agreed reluctantly. When Knuckles asked him about his reluctance Sonic, Tails, and Amy filled him in on what had taken place yesterday, and the day before. So now they were waiting for the general, suspicious of a trap, but hoping that G.U.N. was smart enough to know they had to deal with Eggman, before they tried to arrest Sonic again.

And although Sonic, Knuckles, and Amy were clearly frustrated, they each seemed to be content with their particular venting style, but Tails was ready to go nuts. He didn't used to be this impatient. He guessed it was a byproduct of hanging around Sonic all the time. But even Sonic was doing better than him, just standing there, tapping his foot, wearing that bored and annoyed look on his face.

A chopper flew overhead, and started coming down slowly.

"About time." Sonic muttered.

The chopper landed and a rather old, but still physically fit, general got out.

"Where's Schmit?" Sonic asked bluntly.

The general looked uncertain, almost embarrassed by Sonic's question, as he said. "Ah, yes, Schmit… I'd like to start by apologizing for his unauthorized actions the day before yesterday."

Tails was surprised, he hadn't expected this.

Knuckles raised his eyebrow and asked. "Unauthorized? How could he arrest Sonic, **and** lock him up, without authorization?"

"Well you see Schmit is, **was** our Robotnick expert, and as such we gave him allot of room to prepare for Dr. Eggman's inevitable return. We only recently learned of some of the projects he's been running behind our backs." The general looked up at the sky. "He was also quite adamant about bringing the Arc back online. No one could quite figure out why though, that is, until now."

"So where's Schmit now?" Tails asked.

"He's locked up at Prison Island, awaiting his Court Martial." The general said.

"So how can we help?" Sonic asked, with no trace of suspicion in his voice.

Tails was surprised by this. During Sonic's part of explaining the past two days to Knuckles, he had made his low opinion of G.U.N. abundantly clear. Tails would have expected Sonic to treat the general's offer with at least a little suspicion, even if everything he said made sense.

"Nasa has just recently finished a shuttle that Schmit was planning to use to take to the Arc, once he got authorization." The general said, looking relieved by Sonic's attitude change. "We'd like you, Sonic, to take it, plus anyone, and anything you need, to the Arc, and stop Dr. Eggman."

"I'd be happy to." Sonic said, and he shook the general's hand, then turned to Tails and asked. "Can you think of anything we need?"

"Well, let's see. We already have a Chaos Emerald. Ummmmm. The only other thing I can think of is the Emerald tracker, and we can pick that up at the Tornado, on our w." Tails stopped, as he remembered that his plane had crashed. Though he knew it had crashed he had been too busy most of the day for the impact of what happened to sink in, but now the reminder was almost like a slap in the face.

Tails suddenly realized that Sonic was talking to the general again. He shook his head, and tried to pay attention.

"you can have it picked up, and sent back to our house?" Sonic asked.

"It will be there when you get back." The general said.

"Thanks." Sonic said, then turned to Knuckles, and asked. "You coming?"

Knuckles didn't look happy, not one bit, but he knew that Eggman with a giant, space based, laser canon was too big a problem to ignore. "Yeah, I'm coming."

"I'm coming too." Amy quickly put in. Sonic didn't seem too happy about this, but he didn't say anything.

………………………………………………………………………………………………

The helicopter slowly came down in front of him, and at long last, the general had returned to Prison Island. The general hadn't been gone very long, but events where far from normal, and he was feeling very agitated. The general got out, and he asked the question. "Did they fall for it?"

"Apparently." The general said. "Knuckles didn't look too convinced, and the fox seemed more surprised that anything else, but Sonic was practically cheerful from the moment I told him you had been arrested."

Colonel Schmit smiled, and said. "He never did like me very much."

"So, how did your conversation go Marcel?" The general asked.

"With our rogue bat, Rouge? Just perfectly, Alex." Colonel Marcel Schmit said, with a smile. "I do believe she's about had enough of me though."

"I hope you didn't push her too far." General Alex Schmit said. "After all she did manage to break in."

"Don't worry brother." Marcel said. "I'm watching her closely."

………………………………………………………………………………………………

To be continued…


	12. I am the Eggman!

Chapter 12 I am the Eggman!

Aboard the Ark a life form stirred. Something was supposed to happen soon, something exciting. The creature's mind was too limited to put these feelings into words, but it had been manipulated by one whose intent had been murder. So, unable to think for itself, it just waited, apprehensive to be let loose, let loose to kill.

………………………………………………………………………………………………

Rouge watched as her laptop flashed that annoying 'loading' message at her, quite miffed at the universe in general and colonel Schmit in particular.

She had just found, and gathered, more of those fabulous green shards, when he had contacted her, told her to drop what she was doing, and sent her on a crazy mission to the moon, or rather a space station named after some ancient boat. And to top it all off she was the backup, **the backup!** Never mind that she had broken into Prison Island in the first place, never mind that she was quite capable of handling this mission on her own. He'd gone along and sent, that TV hog, Sonic and a bunch of his friends, that she had never heard of before, as the main attack, while she was supposed to sneak in unnoticed, by anyone, and basically make sure that whatever plan Sonic and his buddies came up with actually worked.

The computer finished loading, for the second time, and Rouge brought the files, that she had been reading, back online.

There had been a bit of a rush to get her to the rocket, before it took off, and they hadn't been able to stock her with very good equipment. The laptop locking up on her, while she was in the middle of a file was proof of that.

Rouge skipped over the file on Sonic, that G.U.N. had provided for her, she had already read it, finished Tails' file, she had been in the middle of it when the computer locked up, and went to the next file. It was about a pink hedgehog named Amy. There was terribly little information on her, even less than there was on Tails, and Rouge suspected that the young girl was going to be a whole lot more trouble than she was worth. The next file was the one that grabbed her attention. She had never heard the name Knuckles, but she recognized the pictured that G.U.N. had provided. Rouge hoped to find out more about him, but quickly discovered that she knew more about the echidna than G.U.N. did.

"_Great, this is all I need." _Rouge thought, with a grimace.

………………………………………………………………………………………………

"_So this is their answer aye?" _Eggman thought, as he used the Ark's instruments to watch the shuttle, as it flew towards the space station.

Eggman didn't know who they had sent, but if they had any brains it would be Sonic, and if he came Tails would most likely also come, and Eggman couldn't believe that whatever government had provided the rocket and shuttle, would be able to resist putting some of their own people on board.

Since the Ark had been orbiting practically above Prison Island, where the rocket had originated, it wouldn't take the shuttle that long to get here. And Eggman wasn't ready for guests yet. But not ready didn't mean completely unprepared. Eggman's gloved fingers flew across the keyboard, keying in the proper passwords and commands, as well as disturbing the fifty year old dust, making a small cloud of tiny particles. He managed to finish without coughing, and waited. A moment later the Ark drew on the power of the Chaos Emeralds, and started orbiting around the earth, moving away from the shuttle.

"_That will give me some time to welcome my guests properly." _Eggman thought, feeling quite satisfied with himself. Then he got up, and got to work.

………………………………………………………………………………………………

Tails worked at the shuttles controls, in one of his rare, bad moods. Due to a variety of reasons the shuttle's fuel hadn't been completely topped off. Then there had been more than one problem taking off, which had forced them to use up more fuel than should have been necessary, and now the Ark was moving.

Under different circumstances Tails probably would have been so enthralled at the prospect of going into space, that these problems wouldn't have bothered him, but he hadn't got that much sleep last night, and then the aftermath of Chaos's attack had drained him emotionally, plus he felt guilty for acting like he cared more about his plane than some of the people he had seen die that day.

Tails only realized this subconsciously. Consciously he was fully focused on getting their shuttle to the Ark, with enough fuel to get back to Earth.

Tails calculated the speed that the Ark was moving, and the angle of the orbit it was in, and tried to remember if he was supposed to multiple, or divide that by the speed of the shuttle.

He was half way threw the math problem when he realized that he hadn't bothered to take into account that the Ark was rotating, while it orbited the Earth. He had to make sure that when the shuttle reached the Ark it was as close as possible to the hangar.

Tails stifled a groan, and started the problem over, in his head.

Behind him someone made a noise disrupting his thought process.

………………………………………………………………………………………………

Amy sat quietly, as the shuttle hurried on its way towards the Ark, wondering why in the world, or out of it, was she here.

Today she had seen people whose lives had ended, quite violently, and now she was rushing into a violent situation. It wasn't that she was afraid for herself, but more along the lines of what her presence would mean.

Yesterday she had gone with Tails, and her presence had helped save Sonic, but looking back now she realized that her timely arrival was more due to Tails skill and some dumb luck, than anything she had done.

Knock out three guards? Sonic could do that easy as pie.

She had been so unnecessary that Sonic and Tails had forgotten to take her with them earlier today. Then she had stumbled across their Chaos Emerald and took it with her, only to loose it to Chaos. Sonic and Tails wouldn't have done that.

Amy sat up a little straighter when she realized that they didn't do that at all. They had taken Tail's new fake one with them. Hadn't she heard Tails say something about the box that the Chaos Emerald was in would block its energy signature? They had planned on leaving the real one all along!

Then another thought accrued to Amy. What if they had left her on purpose? No! Sonic wouldn't do that to her… Would he? All the times she had ever been with Sonic flashed threw her mind, in the majority of them Sonic had cringed upon seeing her.

Amy felt tears well up in her eyes. She was useless. And Sonic didn't like her at all. He just acted nice, because that was the type of person he was.

Amy looked up, and saw that Sonic had fallen asleep in his chair. Her eyes drifted to Knuckles, who had also fallen asleep. She had caused him trouble too. When the city was flooding he knew that Sonic needed help, and that she would get in the way. So he had sent her in the wrong direction, so he could supply that help; a decision that had probably saved her life, as well as countless others. And how had she thanked him? By trying to hit him over the head with her hammer.

Amy started sobbing.

"Could you keep it down back there?" Tails irately asked without even looking up from the shuttle's controls.

Amy tried to stifle her crying but a few more sobs escaped, which only brought on more criticisms from the irate fox, who still didn't look up. "Look, Eggman's got the Ark moving and I have got to figure out how to get this second rate rocket, not only to the space station, but to the Ark's docking bay, and if I don't keep this shuttle on the shortest course to our destination, we won't have enough fuel to land on our way back. So could you **please** keep it **down** back there?"

Now Amy felt like crying more than ever. No matter what she did she caused problems. She somehow managed to stifle another sob, got out of her seat, and went into the back of the shuttle.

………………………………………………………………………………………………

The shuttle touched down in the Ark's docking bay.

Rouge knew that she was cutting it close, not exiting the shuttle until it came to a complete stop, but opening an air lock, while the shuttle was moving, might have alerted Tails, and risked injury. So she had opted for waiting, and then hurrying, which she did now.

The airlock opened, Rouge exited the shuttle, and then proceeded to reseal the airlock, as quickly and quietly as possible, which was made all the harder by the cloud of dust the shuttle had kicked up upon landing. But she managed to stifle her urge to cough, and proceeded like the professional she was.

Seconds after she had the airlock secured she heard the sound of Sonic and his posse headed her direction, threw the listening device she had left on the other side of the airlock.

"_Just in the nick of time." _Rouge thought to herself, as she gracefully flew towards one of the doors, leading out of the docking bay, and into the heart of the Ark.

When she reached the door she stopped for a moment, and listened to her radio.

"Why don't I go get her? Why don't you go get her?" Came the unmistakable voice of Knuckles.

Rouge decided that she probably had enough time, and started setting up a second listening device by the hanger door; she was currently standing next too. There were other doors leading out of the hangar, but she didn't have the time to get to them all.

She heard some the sound of mumbling come out of the radio, and someone from the their party walked away from the door, while another, probably Tails, started opening the air lock.

Rouge finished bugging the door, and flew down the hall into the bowls of the Ark.

She heard the sound of the airlock opening, and two sets of feet stepping out of the shuttle, threw her radio.

"Whoa, dusty." Tails said. "Let me get out my Chaos Emerald tracker."

"_Chaos Emerald tracker?!" _Rouge thought, with excitement, shock, and jealousy. The young fox that the great and powerful G.U.N. had scant info on, possessed a device that could track seven of the rarest gems in world. With such a device in her possession she'd be able to track them all down herself. Rouge thought about how much trouble she'd gone to in order to get just one of those gems; with a tracker she'd be able to find all of them with about the same amount of effort. In her mind her mission had just changed from sabotage, to theft.

She angled her wings to stop her glide, and land, so she could listen to the radio more intently.

"What's that?" Knuckles asked.

There was a beep, that Rouge assumed was from Tails's all too wonderful tracker, then Tails answered. "Um, (cough) that would be the six Chaos Emeralds."

After a few more beeps Knuckles spoke again, his voice sounding a little hoarse from all the dust. "And what's that?"

"What's what?" Tails asked, as if he was so focused on something that he wasn't paying attention to anything else.

"That." Knuckles said.

"Ummmm, oh that. That's looks like it's just a bunch of these." Tails answered, then there was the sound of him searching for something.

"Tails!" Knuckles yelled, his voice exceeding the radio's ability to transmit, and hurting Rouge's ears; for some reason she had the feeling that she wasn't going to like what happened next. "Where did you get this?!"

"In Mystic Ruins. I found it the day before yesterday, while I was looking for Sonic." Tails asked sounding taken aback by Knuckles excitement. "Why? Have you seen something like this before?"

"Like Yeah! This is a piece of the Master Emerald!" Knuckles said. "And that means… Tails, which direction is the signal coming from?"

Rouge scowled, her bad feeling had been justified. The echidna knew that she was here, or at least he knew there was a large quantity of the gems that they had fought over. And he was most definitely going to try and take them from her. Well, she wasn't going to just let him have them.

Rouge suppressed her scowl, and concentrated on figuring out how to take advantage of the situation she currently found herself in. She most defiantly wasn't leaving the Ark without that tracker, but until she got a hold of it they would be able to track her; unless she stashed the shards somewhere, but then the echidna might get a hold of them. What to do, what to do?

………………………………………………………………………………………………

"Ah, let me see. It's," Tails stammered, as he consulted his tracker for the location of the pieces of Knuckle's Master Emerald, but Knuckles cut him off.

"Never mind." Then he took off towards one of the hanger bay exits, disturbing the dust worse than it already was and, calling over his shoulder as he went. "I know how to track them."

Tails was taken aback. Then he suddenly remembered why they were her in the first place. "Knuckles!" He called. "What about Eggman?!" But Knuckles had already left the hanger, and was either out of ear shot, or didn't care. "Just great." Tails muttered. "Now what are we going to do?"

"Tails, why are you shouting?" Sonic called from the shuttle's air lock, which Tails had moved a little distance away from by now.

"Knuckles just took off." Tails answered.

"What?" Sonic said, just before zipping up to Tails and asking. "Why?"

Tails coughed twice before answering. "He said that there were pieces to the Master Emerald, or something like that, up here, and he went to go get them."

Tails felt like he was at a loss.

"That's our knuckle-head, always worrying about his Master Emerald when there's work to be done." Sonic said, with a shake of his head. "Which way did he go?"

"That way." Tails said, pointing towards the hangar door, and trail of disturbed dust that Knuckles had left behind.

"Okay, wait here while I go get him." Sonic said, then took off, kicking up yet more dust.

Tails checked his Chaos Emerald tracker; two sets of Master Emerald pieces moved with incredible speed, one clearly chasing the other. _"That one is probably Knuckles." _Tails thought. Six Chaos Emeralds were quite a distance away from their current position, but they remained motionless, while the seventh, was in Sonic's possession, and moving quite quickly, but in the wrong direction. Tails double checked, but there was no doubt about it. Sonic had taken a wrong turn, and wasn't headed any closer to Knuckles, or the other six Emeralds.

"_I should have given __**him**__ the tracker."_ Tails silently lamented, before trying to figure out what he was supposed to do now. _"Why didn't he just follow the trail of dust?"_

………………………………………………………………………………………………

"_I've only got one shot at this." _Rouge thought as she waited, her right index finger poised over the dusty return key. Any moment now Knuckles was going to come careening into the room, and she was going to slam the door on him, although hopefully not in his face.

She waited, and waited, feeling like all her rushing to get here in time to set up a trap had been wasted. _"Come on already. I could've walked here by now." _Her silent complaint was actually rewarded, by the echoes of rapid running feet.

She normally would've followed up her silent complaint with a silent, 'It's about time.' but she had seen how fast he could run, and knew that she wouldn't have the time.

She listened intently, and hit the button. The double doors started closing, with no sign of the echidna, reached the half way point, then three quarters, then ninety percent.

A red blur, the doors closed, a cloud of dust.

"Gaaahhh!"

Rouge surveyed her handiwork. When the dust cleared she saw that he was lying on his right shoulder, with his left foot caught on the other side of the double doors.

She smiled and casually walked towards him, twirling her right index finger around. _"Such amazing power for something so small."_ She thought.

Knuckles tried to pull his foot out, but the space between the doors was too tight, and his efforts proved useless.

"Awww." Rouge mocked. "Did the big bad echidna get his foot stuck in the door? Nch nch nch. What a shame."

The big bad echidna looked up at her with a look that could fry eggs, and said. "When I get out of this."

"Sorry Charlie Brown." She interrupted. "But you're not getting out of this. At least not until your little fox friend finds you, realizes that he can't get threw the door from that side, and circumvents his way half way around the space station, by which time I'll be long gone, with your, as you called them, Master Emerald pieces of course."

"You think I'm going to just hand th?" He started to shoot back, but had to stop due to a dust induced coughing fit.

"No, but I'd be pretty pathetic if I couldn't take something from someone who's dumb enough to get his foot stuck in a door, **while **his foot is stuck in the door." She said, as she circled around to his other side, making him turn his head at an awkward angle, if he wanted to keep her in sight.

"You think I can't get out of this?" He asked, after he finished coughing, as he turned his stuck leg, so he could get himself in a better position to keep an eye on her.

She turned around and went back, forcing him to turn himself around again, and obviously not doing wonders for his leg, as she said. "You already tried."

He had just gotten himself into the most comfortable position possible to watch her, considering his situation, when she started circling around the other way again. Instead of trying to keep an eye on her he turned his attention to his stuck leg, and the double doors, that pinned it, and said. "That was just a reflex. **This **is trying." Then he shoved his mitten covered hands in-between the double doors, and strained to pull them apart.

She knew that with him thus distracted now would be an excellent time to try and take his Master Emerald pieces, but there was no way he was going to open the door by himself, and she rather fancied watching him make a fool of himself.

With the sound of machinery breaking behind a wall, the doors crashed open, freeing the, once trapped, echidna, and of course kicking up more dust.

………………………………………………………………………………………………

Shadow leaned back against the wall, and stared at the door he'd been hurling himself against for hours, or days, or weeks. It was in pretty bad shape, a bunch of small dents littered across showed how often he hadn't hit dead center, like he wanted to, quite often, while a large dent in the center showed that he had hit his mark even more often, and that was it, no holes, and no cracks. He had driven himself until he couldn't stand without the support of the wall, and all he had accomplished had been a dent that didn't go threw a third of the door.

Shadow's knees buckled underneath his weight, and he fell to the floor, sobbing.

"I'm sorry Maria." He whispered, as his tears fell to the floor, turning any dust that connected with them to mud.

……………………………………………………………………………………………...

Knuckles jumped up, and came at the bat girl, swinging. She was obviously surprised that he had freed himself, and he hit her, almost squarely.

She went sailing towards the wall, but she opened her wings, and slowed herself down enough that she was able to hit the wall feet first, and launch herself off of it mostly unharmed.

Knuckles charged at her without a second thought. She saw him coming, and curved her flight to meet him head on. As they met he swung with an upper cut, but she dodged to his left, and kicked towards his head, which he somersaulted under. They passed each other.

He stopped next to the wall, turned towards her, and punched the wall for effect, shaking the room, unsettling all the dust in it, and cracking the wall from floor to ceiling. Whenever he fought the likes of Sonic and Eggman such displays of raw strength were useless, usually followed up with a wise crack, or a yawn, but this time it had the desired effect on his audience. He saw the brief widening of eyes as she saw the damage he had done.

He ran towards her, she jumped up, and tried to fly away, but he changed direction, and leapt into a gliding position, the momentum from his run propelling him towards her.

He would have hit her in the side, knuckles first, but she hit him with a spinning kick in mid flight that rotated him 270 degrees around her, before dropping him on the floor.

That knocked the wind out of him.

She followed up by coming down towards him toes first. She apparently was trying to focus all her weight, and speed into two very small points so as to maximize the blow.

He barely rolled out of the way, just before her feet hit the floor, making a very loud tap that echoed for a few moments. But he didn't stop to listen to the echo; instead he made a grab for one of her legs. He didn't manage to grab her, but his arm knocked her feet off balance. She stumbled backwards.

He was very mad by now, but anger didn't stop him from thinking strategically. She was off balance, which made her vulnerable, but he was on the floor, and not feeling to good either. If he tried to get up, and go after her again, she would have her balance back by the time he reached her, and the floor around him was smooth, with nothing, other than dust, that he could possibly throw within reach. So he punched the floor. The damage to the floor wasn't as impressive as the damage he had put in the wall, but that had been for effect, this had been to get the floor to vibrate, which he got in spades.

The vibration threw her even more off balance, and even more dust into the air, as he got to his knees, and punched the floor a second time. This punch put a hole in the floor, but still vibrated enough to throw her even further off balance.

He leapt from kneeling position, landed right in front of her, jabbed with his right, and then left fist. The right mist, but the left hit her in the shoulder.

She had probably realized that she wouldn't be able to dodge his left jab, because she rolled with the punch. But the blow was also probably stronger than she had anticipated, because she did a complete 360, before she completely lost her balance, and fell to the ground.

He was about to follow up with another blow, but she sweep kicked him.

Now they were both on the floor.

………………………………………………………………………………………………

"Hello!"

"Hello! Hello. _Hello_."

"Knuuuckles!?"

"Knuuuckles!? Knuuuckles? _Knuuuckles_?"

"Anybody!?"

"Anybody!? Anybody? _Anybody_?"

"Way cool!"

"Way cool! Way cool. _Way cool_."

"Eggman is an egghead!"

"Egghead! Egghead. E_gghead_."

"Knuckles is a knucklehead!"

"Knucklehead! Knucklehead. _Knucklehead_."

"Shadow is! (Cough, cough)."

"(Cough, cough, cough, cough, _cough, cough)."_

The dust induced coughing fit ruined Sonic's, mood for echoes, and he decided to get back to the task at hand, figuring out where he was, and finding the others, or just finding the others.

"This place is a lot bigger than it looked from the shuttle." He muttered to himself, as he looked around the halls of the Ark. The halls looked familiar, like the Death Egg or something, only a lot dustier.

Sonic tried walking and listening, incase someone was trying to find him, or maybe he'd notice something if he took the time to look. So he walked, and walked, brushed his fingers against a dusty wall, and walked, got the Al's Toy Barn theme song stuck in his head, and walked some more.

"_This is getting no where. I guess I better just pick a direction and run until I find something." _Sonic thought, just before taking off at full speed.

………………………………………………………………………………………………

Tails felt like he was spinning his wheels. Knuckles had run off, Sonic had run off, neither of them were going the right direction, it had taken forever to get Amy to come with him, and none of the halls in this space station lead straight to any of his desired destinations, and by now he was completely lost.

They reached a fork in the tunnel, and now he had to make a decision. Right or left? He checked his tracker, but three of his four signals where moving, and he couldn't distinguish Knuckles signal, from the one he had gone after, anymore.

Tails took a step towards the left passage, turned and started to go right, then stopped, and looked at the dusty wall, hoping fervently for inspiration.

"I thought it would look a little more like the Death Egg." Amy commented.

Tails didn't answer. He needed to figure out which way they were supposed to go.

"Bwa ha ha! Hello, Tails!" Called the very unwelcome voice of Dr. Eggman.

Tails turned and saw the mad Dr. coming up from behind them in some kind of crab bot.

"I'll just stand over here, out of the way." Amy said as she started to move aside.

Tails tried to focus his mind on the upcoming fight, but he felt intellectually drained, and his mind just wouldn't clear.

"But Amy I came here for you." Eggman said, all smiles.

"Me?" Amy asked.

"Her?" Tails asked at the same time.

"Yes, her, you, me, however you say it." Eggman said, as he rode up to Amy, and picked her up with the crab's right claw. "I'd like to stay and chat Tails, but don't worry, I've arranged for some of G.U.N's old security robots to keep you company."

Tails heard the sound of whirling fans, turned and saw at least a dozen flying robots, not really shaped like anything, seriously disturbing the dust around them, as they flew towards him.

Tails would have said something to express his low opinion of the predicament he currently found himself in, but his mind wouldn't even function enough for him to think of something.

………………………………………………………………………………………………

Rouge was in full scale retreat. Knuckles was way stronger than his skinny arms would suggest, and the more they fought the less he pulled his punches.

"_I can't believe he opened that door with his bare hands." _She thought, as she rounded another corner.

However even in a full scale retreat she knew how to out think her opponents. For the past few minutes she had been analyzing his attack patterns, trying to figure out how much distance she could put between herself, and him.

She timed her movements so that she was about as far away from him as she could get, just as she rounded a corner, and escaped from his line of sight. Now was her absolute best chance to lose him.

She flew to the nearest door, there seemed to be a lot of them in this particular hallway, and typed in the master password. M A R I A

The door slid open, but stopped leaving only six inches between itself in the wall.

"_No!" _She thought, as the door stopped. Then she saw the reason for the malfunction. The thick door was slightly warped, and couldn't fit into the slot on the other side of the wall.

"Aaaaaaaahhhhhhhhhh!" Knuckles yelled as he ran towards her.

Rouge began to fear for her life. Most people didn't understand why people yelled when they fought on TV. Some couch potatoes who fancied themselves experts on what's real and what's not on the idiot box assumed that yelling was something added simply because it seemed cool, and real warriors didn't yell, because it gave away any chance of a sneak attack. But Rouge knew better. She knew that yelling helped a warrior release all of his energy when he struck, thus maximizing the damage of his blow. And Knuckles had cracked a wall, without making a peep. If he hit her while he was yelling the blow would kill her.

She turned, saw his fist coming at her face, and poured every ounce of energy in her body into hitting the floor.

The blow connected, but with the door, bending it into the room, making part of the gap between the door, and the wall barely big enough for her to, maybe, squeeze threw. But with Attila the Hun breathing down her neck there was no way she could sneak in without him noticing, and the door wouldn't last long against him anyway, not that she could close it after what he had done to it.

Her shoulder hurt from the fall, but it was better than being dead, and he was about to follow up with another blow.

Her wings, hands, and feet all did their part in propelling her off the floor, and as far away from him as possible, barely avoiding his fists, which put a hole in the floor.

She had to get away from him.

………………………………………………………………………………………………

"Aaaaaaaahhhhhhhhhh!" A voice called, startling Shadow into looking up.

The door was open a crack, and he saw movement coming from behind it.

These insane visions were driving him crazy, but he didn't care anymore. He just wanted to curl up and die.

He started to lower his head again, when the loudest bang he had ever heard made him snap back up again. There was still movement coming from behind the door, but the door looked different, and dust was floating around like someone had turned on a jet engine, full blast, for just a moment.

Another bang, this one quieter, but it still kicked up its fair share of dust.

Something prompted Shadow to get up and look. His legs felt like noodles, but he managed to get to his feet. He heard the sound of someone rapidly running away, as he sort of hobbled, like someone who hadn't slept in a while, towards the door.

The hall was silent by the time he reached it, but the door still looked different. Towards the center of the left edge of the door, which was no longer lodged in the wall, was bent inwards, and it looked like he could barely squeeze threw.

It took him a minute, but he managed it.

"Now, where is Eggman?" He said out loud, as he got to his feet.

………………………………………………………………………………………………

To Be Continued…


	13. I got

Chapter 13 I Got

Tails leapt out of the way as another one of Gun's ancient security robots fired, what appeared to be a stun bolt that was meant to stun something a lot bigger than he was.

Tails spin attacked his attacker, putting a large dent in it, and rendering it inoperable.

"_A dozen down, who knows how many to go." _He thought.

The battle had actually done wonders for his mood. The old G.U.N. security robots where so much like some of Eggman's old badniks that fighting them was almost like a refreshing trip down memory lane; fighting Eggman's army, with Sonic to lead the way.

Three came at him from the left, while another four from the right, while the rest just hung back. _"Eggman probably programmed them to attack in waves, so as to keep them from clogging up the tunnel, thus killing their mobility." _He thought with a grin.

The seven indescribably shaped robots fired in shifts, trying to maneuver him into a corner. He jumped out of the way of one shot, sidestepped another, spin attacked one on the right, and used its falling hulk as a shield, so he could stop a moment and catch his breath.

But the mass of broken metal only protected him from one side, and was forced to leap out of the way of yet another stun bolt seconds later.

The two tailed wonder had started out on the defensive, reacting to his attackers instead of acting on an attack strategy. But now his mind was focused and ready.

With his minds eye he saw a line starting at his current position, heading towards the nearest robot, then he assigned a series of numbers and letters to the robot, telling him in advance how he would jump off and in which direction, taking into account where a given robot could move to in the time it would take Tails to take out it's predecessor, this process was repeated with all six robots. If you could see it, it would look like a complicated geometry\algebra problem. But Sonic's best friend was a math wiz, and jumped into the fray.

A bystander would only have seen a yellow blur bounce off of six robots, the sixth beginning its fall before the first had even hit the floor.

Tails landed from his blur of spinning jumps, quite pleased with his work.

Across the hall more robots came through the cloud of dust, the battle had kicked up, to replace their fallen predecessors.

………………………………………………………………………………………………

"_I wonder if Eggman's secretly behind Al's Toy Barn." _Sonic thought as he ran down the halls. Needless to say he was quite bored. _"If the Eggman is funding the Chicken-man that would mean the egg came before the chicken."_

Eggman's greatest nemesis had never realized how much he had depended on the little fox, who some would deem no more than a sidekick. He had never taken his best friend for granite, Tails was a big help, when it came to stopping Eggman, and Sonic would be the first to say so. He just never realized exactly how helpful the little genius was.

"v ancient junk. Sonic! Stop! Already!" Came the distorted voice of Dr. Eggman, through a speaker system built into the ceiling.

Sonic instantly forgot about barns, and chickens, but eggs remained fresh in his mind. He slowed to a walk, and looking up to the ceiling and said. "Hey, Eggman did you catch the echoes this place makes?"

"Sonic will you stop and listen?!" Eggman tried to below, but the ancient speakers made his voice sound like it was coming out of a kid's walkie-talkie or an X-Wing from A New Hope.

"Watch," Sonic said, flashing his famous grin. "Eggman is an Egghead!"

"Egghead! Egghead. _Egghead._"

"Sonic! I'm running out of patience!" Eggman bellowed.

"This is blue leader; I'm going in full throttle that ought to keep those egg fighters off our backs." Sonic said, as he revved in place.

"Sonic!" Eggman yelled, emphasizing every word. "I! have! Amy!"

This threw a wrench into Sonic's goofy mood, and he stood stock still. "Let her go, Eggman." He said.

"You want her; come to lab located in room 13 C blue." Eggman said, sounding pleased that he was finally in control of the conversation. "And bring the Chaos Emerald."

"_What's with high tech places, and room names like an algebra problem? The names for rooms in regular houses work just fine." _Sonic wondered.

Sonic threw a glance at the nearest door; on the upper middle part of the door there was a blue square with the number 87, and letter F on it. On the next door down the hall it read 88 F.

"_I guess I'll go this way." _Sonic thought then took off.

"Sonic, where do you think you're going? If you don't hurry up she dies." Eggman said.

"You calling me slow?" Sonic called back.

"You're going the wrong way!" Eggman practically yelled.

"Oh." Sonic said then turned around, and headed the opposite direction.

………………………………………………………………………………………………

Rouge turned around and stood her ground. She knew what she was about to try was risky, but she hadn't counter attacked for several minutes, and she thought, hoped, that it would catch the red behemoth off guard.

"Aaaaahhhhhh!" Knuckles yelled, as he ran towards her, his right fist ready to deliver a blow that would kill her if it connected.

He swung; she ducked and counterattacked knocking him across the room.

She tried to flee while he was down, but he jumped right back up and perused her.

Down the hall to her right there was a room with the door open. She bolted for it. Once inside the room she hit close door button. The doors swung closed, but he got through with space to spare.

The terrified bat leapt into the air and kicked off the wall propelling herself across the room.

The cause of her fear grabbed the nearest computer console, which was about the size of a kitchen counter, ripped it away from the wall and held it over his head.

Rouge once again marveled at his strength as he threw it at her. She dodged out of the way and it crashed threw the wall, into open space.

Alarms blared, red lights flashed, an annoying recording called out. "Warning, hull breach. Warning, hull breach."

Rouge held her breath, as she felt the air around her whoosh past her and into the vacuum of space. She tried to move towards the door, but the ships artificial gravity wasn't enough to give her feet enough traction to move across the floor, and the air she was pushing against with her wings was moving in the wrong direction.

She hit the deck, so as to give the wind less bat to push against, but the deck was smooth, with nothing to grab onto. No matter how hard she crawled or flapped her wings, she continued to move towards her doom.

A vibration in the floor caused her to look behind herself. Knuckles had landed in-between her and his hole in the wall. He was using the spikes at the end of his mitts to hold onto the floor.

He grabbed her wrist as she slid past, with a firm, and none to comfortable grip, then started climbing, for lack of a better word, towards the door with her in tow. A nasty side effect of this was that she felt like he was trying to twist her arm until he broke it. But at least she was headed in the direction she wanted to go now.

………………………………………………………………………………………………

Eggman watched Sonic through the Ark's security camera system.

"Looks like he's finally going in the right direction." The evil genius muttered to himself.

Eggman looked up from monitor, built into his Eggmobile, which was currently connected to his egg-crab-bot, to check on Amy. Instead of cowering in fear, as she had done last time, or glare at him with the confidence and defiance of a veteran captee, she was mopping.

Eggman frowned at this. What was wrong with her? True, he didn't know her that well, but based on his observations the self proclaimed girl friend of Sonic the Hedgehog shouldn't be this upset over being captured by the blue blur's arch foe.

Eggman switched the speaker system off, and cleared his throat. Amy failed to respond. So he cleared his throat louder. When even this failed to catch her attention he practically bellowed. "Well!? What's the matter with you!?"

This caused her jump, but she continued to ignore him. Or maybe she thought he was talking to Sonic. He never had paid that much attention to her when she was around.

The fact that there was a plausible and simple explanation for Amy to not answer him softened his mood towards her, and on impulse he decided to try to comfort her. The evil Doctor, who fancied himself a gentleman, moved the claw that was holding Amy closer to the cockpit, and turned it around so that he and Amy could face each other. This finally caught her attention, and she looked up.

He stared at her with sincere sympathy and said. "I say Amy, what's the matter?"

Amy's crestfallen expression immediately changed to a confused one.

"_Well I guess that's some improvement, anyway." _Eggman thought.

"Excuse me?" Amy asked.

"You seem far more down than the situation calls for." Eggman said. "Now what's the trouble? I mean, besides the obvious."

Amy suddenly looked forlorn again and she said. "It's not what isn't obvious. It was obvious to everyone, everyone but me."

This made no sense to Eggman. _"Must be some woman thing." _Eggman thought with disgust. But even disgusted he sincerely wanted to try to cheer her up. _"Maybe a different selection of words wil."_

Eggman's thoughts stopped for a moment, as he realized that Sonic was headed in the wrong direction again.

"What! do you think you're doing?" Eggman bellowed, just before he realized that he hadn't turned the speaker system back on. Eggman looked at the monitor, and tried to determine which part of the Ark Sonic was on, so he could turn on the speakers in that area, but the scene kept changing so as to keep up with the speedy hedgehog. Eggman muttered under his breath, and switched them all on.

"Sonic! Just where are you going?" Eggman asked.

Sonic stopped, and said. "Looking for you."

"Well you're going the wrong way, again." Eggman said, getting tired of this.

"I am?" Sonic asked cluelessly.

"Come now Sonic. This entire space station is designed after a number and letter system, for the different rooms, and a color system for the different floors. It couldn't be simpler." Eggman said.

But on the monitor Sonic looked as confused as Eggman had ever seen him.

"_How am I going to get him over here?" _Eggman wondered then he had it.

"Never mind." Eggman said, as he started manipulating the lights in the Ark, so that they all turned off except for the ones in-between the room he was in, and Sonic. "Just follow the lights to room 13 C blue."

………………………………………………………………………………………………

Knuckles was wondering how he was going to get the door open, when he noticed the recording, which he had been ignoring, changed. "Life forms detected in breached room. No life forms detected in hall. Opening door for trapped life forms."

The door opened up automatically, and the tired echidna climbed through, pulling the batgirl through behind him. Once they were through the doors closed automatically.

Knuckles let go of the batgirl's wrist, and fell on his stomach, exhausted. They both just lay there a few moments, and then the batgirl spoke. "You," She wheezed. "creep."

The baffled echidna turned and stared at her a moment, before saying. "Excuse me?"

By now they had had a chance to catch a little more breath, and her next words came out a little easier, though she still sounded exhausted. "You heard me. I'll bet you saved me just so you could," She paused to take a breath. "hold my hand."

Knuckles felt he had just been tricked by Eggman again. She thought what? Her logic was so flawed it was insane. He had saved her because his letting his anger run away with him was what had endangered her in the first place. But for her to think…

"I couldn't care less about holding your hand." He said, as he got to his knees, his tone emphasizing how ridiculous the idea was.

She sat up herself, glared at him and said accusingly. "So the gems are all you really care about."

The red echidna, who was known for his red temper, was about to boil over for a second time in the past five minutes. Not a record, but certainly out of the norm.

"Look batgirl." He said, making sure his voice was as accusing as possible. "You're the one who stole from me." He paused to harden his tone and expression. "And if you don't give me what's mine." He stopped, not quite capable of finishing the threat. _"I'm a pathetic softy." _He thought. But even if he couldn't bring himself to say what he wanted to say, he managed to stare her down.

"Fine!" She suddenly yelled. Then, reaching into half a dozen pouches, she pulled out about two dozen Master Emerald shards, and threw them at his feet. "They're ugly! And they stink like echidnas do."

"If you thought that then why did you steal them in the first place?" He countered as he gathered up the Master Emerald pieces.

She turned away, with a humph, apparently giving him the silent treatment.

The pieces he was already carrying started shocking him with static. So he quickly pulled them out. As if magnetically attracted the different pieces came together, like a puzzle that automatically put itself together, in a scene that looked like it came straight out of a special effects movie. Once all the pieces were together the crack lines slowly faded, as if it was cracking in reverse, and then it was done. The Master Emerald was repaired.

He rubbed his hand across it grateful to have it back.

Then he noticed the batgirl out of the corner of his eye, still ignoring him. Despite the fact that his opinion of her couldn't be lower, he felt like he owed her an apology. He fought against the urge for a moment, but only a moment. "I'm sorry, if I hurt you." He muttered.

She continued to ignore him, so he just picked up the Master Emerald and left.

………………………………………………………………………………………………

Tails looked around; broken G.U.N. security bots littered the ground. The only thing flying in the air now was dust.

Now all he had to do was figure out where Eggman went. He whipped out his Chaos Emerald tracker and took a look. The two groups of Master Emerald shards had disappeared, and there was a new signal that was identical to the Master Emerald's. He figured the multiple signals from the Master Emeralds pieces had merged into the one signal from Master Emerald. He also noticed that the Master Emerald had gotten a lot closer to the six Chaos Emeralds. Either Knuckles had figured out where he needed to go to next, or blind luck had put him in close proximity to where he needed to be. Then there was the Chaos Emerald that Sonic had run off with. It was closer to the six Chaos Emeralds than it had been before, but it was going in a different wrong direction. Then there was his fake Chaos Emerald, which signal's location was the closest to the other six Emeralds.

Tails decided the best way to reach the Chaos Emeralds was to follow Eggman. But he had gotten turned around in the fight, and he wasn't sure which way the mad scientist had gone, and the fight had kicked up so much dust that he couldn't simply follow the dust trail.

He could try to use the tracker again, but he had already established that there wasn't a route going straight from his current location to the Chaos Emeralds. What he needed was a map.

He thought about his options then got an idea. He started observing the fallen robots around him, and remembering the numbers and letters he had assigned to each, before its incapacitation. He couldn't remember them all, but where his memory failed, using the tracker like a compass, and a little trial and error lead him back to where he had been standing when Eggman had captured Amy. Then he remembered which hall Eggman had taken when he had left the battle, and started down that same way.

After he had gone a little ways from where he had fought Gun's antiques, he noticed a regular pattern in the dust that he assumed was left by Eggman's crab bot.

"Sonic! Just where are you going?" Came the distorted voice of Dr. Eggman, through the Ark's internal speaker system.

Tails stopped to listen.

"Well you're going the wrong way, again." Eggman continued.

"_Is he trying to trick Sonic into going the wrong way, like he did back when he told us Chaos was in Station Square?" _Tails wondered.

"Come now Sonic. This entire space station is designed after a number and letter system, for the different rooms, and a color system for the different floors. It couldn't be simpler." Eggman said.

Tails glanced at the nearest door. There was a blue square on the upper middle part of it with the numbers 97 and letter A in the middle of the square.

"Never mind." Eggman said.

The Ark's lights suddenly went out. Tails only illumination came form the screen on his Chaos Emerald tracker, which wasn't that bright, but when the room was pitch black it could penetrate the darkness surprisingly well.

"Just follow the lights to room 13 C blue." Eggman said.

Now Tails had some useful information. If he was right outside room 97 A blue, and if he used his tracker like a compass, and if he observed the doors as he passed them, he could reach room 13 C blue in no time.

………………………………………………………………………………………………

Sonic finally reached room 13 C blue. He was about to open the door but turned when he heard the sound of feet coming from down the hall. It was Tails, he was running towards Sonic, his tails propelling him forward, and creating an impressive dust storm.

"Tails," Sonic said. "how'd you get here?"

Tails smiled. "Eggman broadcasted it all over the place." He said. "Everyone on the Ark probably knows by now."

Sonic felt his gut tighten. He hadn't stopped to wonder if maybe Eggman had lured him the wrong way. Hoping that his arch foe was indeed behind the door, Sonic opened it.

"Well it's about time." Eggman said when the door opened. The evil Doctor was sitting in the Eggmobile as usual, and the Eggmobile was attached to some kind of robot, which was semi usual. This time it was some kind of crab bot, it didn't look as tuff as some of the other stuff Eggman had made. This would be a piece of cake.

Then Sonic noticed Amy. Eggman had his crab bot holding her up in the air in plane site. Despite his lack of affection for her Sonic still felt protective. Inside him something tightened. Eggman wasn't going to hurt Amy; Sonic would make sure of that.

"You know Sonic we've fought each other many times before." Eggman casually said, as Sonic, and Tails walked into room 13 C blue. "What do you say we try to settle this in a more civilized manner, in hopes that it will become a trend?"

Sonic almost laughed at Eggman for saying something like that. "What, you figured I'll beet you again, so you decided to try to talk me out of fighting you?" He asked.

"I was thinking more along the lines of a trade." Eggman said, looking quite smug. "You have the seventh Chaos Emerald, I have Amy, a simple exchange should make everyone happy."

Sonic thought about it for a moment. He could probably beat whatever Eggman tried to throw at him, and rescue Amy on top of it, but there was a chance, no matter how small, that Eggman could do something to Amy before Sonic could get to her. It wasn't like giving Eggman the Emerald didn't mean that he was agreeing to not try and stop him afterwards. And besides, after all the death he had seen in Station Square he didn't feel like gambling with lives.

"So if I give you the Chaos Emerald, you'll let Amy go, that the agreement?" Sonic asked. Through the corner of his eye Sonic saw Tails look a little surprised by this, but Sonic's buddy trusted Sonic enough not to question him.

"No more, no less." Eggman said, sounding quite satisfied.

"Then it's a deal." Sonic said, as he pulled out the Chaos Emerald, tossed it in the air, and caught it.

"Set it down in the center of the room, slowly." Eggman said, making sure to emphasize slowly.

Sonic walked to the center of the room, slowly bent over, and jumped at the sound of whirling electronics. A large glass tube was coming down around him. Sonic was just a little too shocked to move for a moment, and that moment cost him. The glass tube hit the floor, trapping him.

Eggman's laugh echoed across the halls of the Ark.

………………………………………………………………………………………………

Shadow walked through the Ark, tired and bruised, both physically and mentally. The physical was on account of his bashing himself against the door, for who knew how long; while the emotional… The emotional was on account of many things. He was back on the Ark; he hadn't yet dealt with the fact that Maria was dead; and the part of him that was reluctant to kill didn't seem to be affected by his exhaustion in the least, while the part of him that wanted to see his vengeance through to the end had taken the brunt of it.

"_I won't back down because of some stupid feelings." _Shadow thought, gritting his teeth. _"I will avenge Maria! Nothing will stop me from making them pay for putting me through losing her."_

Suddenly a thought struck Shadow, from the reluctant part of his being, that stopped him in his tracks. This wasn't about Maria, at least not any more. This was about **him** enacting vengeance for **his** pain. _"Maria would be ashamed." _Came the unbidden thought.

"_I don't care." _Shadow thought back, not really thinking about what he was saying, just resisting. He had been resisting for so long it had become a reflex.

"_Coward." _

"Shut up!" Shadow yelled aloud.

"Shut up! Shut up. _Shut up._" The halls echoed back.

"Sonic! Just where are you going?" Came the distorted voice of Dr. Eggman, through the Ark's speaker system.

Having something to think about other than his pain helped him focus his attention away from his conscience.

He now knew that Sonic was here too. That was useful information.

"Well you're going the wrong way, again." Eggman said.

Shadow almost said that he wasn't going anywhere, but he remembered that Eggman wasn't talking to him, and managed to stop himself.

"Come now Sonic. This entire space station is designed after a number and letter system, for the different rooms, and a color system for the different floors. It couldn't be simpler." Eggman said.

"Tell me something I don't know." Shadow muttered.

"Never mind." Eggman said.

The lights went out, leaving Shadow in a pitch black hallway.

"Just follow the lights to room 13 C blue." Eggman continued.

"That's more like it." Shadow said, then got on the move once again, though not for room 13 C blue. If he remembered correctly room 13 C blue had a uniquely placed escape pod in the center of the room, and although he might not know how to hack a computer Dr. Gerald had made sure that everyone on the Ark knew how to use the escape pods.

Finding the room he was looking for was made a little more complicated than it should have been, by the fact that he was doing it in the dark, but he managed it without too much trouble.

If he could have seen the numbers, letter, and color on the door, it would have read 87 C blue. But he didn't need the numbers, and letter, once he got the door open. The long drop from either side of the balcony was all the proof he needed that for the second time since his return he was in the Ark's main control room.

Six of the Chaos Emeralds glowed from their place in the console. But that was okay, he had figured that someone as smart as Eggman might have figured out the trap built into the system, which was activated by inserting all seven Chaos Emeralds; the exact trap same that Shadow was trying to set off.

Shadow went over to the monitors, and looked them over. He was in luck. One of them was currently tuned into the security cameras in room 13 C blue.

It took him a little trial and error, but he quickly discovered which controls moved the camera around, so he could get a better view of what was going on.

Sonic was walking into the room, Tails was standing by the door, and Eggman was manning a crab robot that was holding Amy.

Shadow absent mindedly wondered whether or not this particular robot was a hologram, then turned the camera back to Sonic. He was in luck. Sonic was almost right under the uniquely placed escape pod. Shadow quickly scanned the panels for the escape pod controls. Once he found them he looked up, and saw that Sonic was already trapped in the escape pod.

"_Eggman must have rigged it in order to trap him." _Shadow thought.

The food related evil Doctor was showing himself to be smarter and smarter.

Shadow turned the security camera to focus on Eggman. He was obviously laughing, and it was only now that Shadow realized that the security camera was muted. He quickly turned the mute off.

"dn't lie." Eggman was saying.

The crab robot set Amy down.

"See I let her go."

Looking at Eggman, Shadow had the funny feeling that the evil Doctor wasn't going to jettison Sonic into space.

Shadow checked the escape pod's exit trajectory and saw that the failsafe was on. Eggman had moved the Ark out of its normal orbit, and if an escape pod was launched now it would head towards Earth at the wrong angle, and burn up in the atmosphere.

Sonic was talking, but Shadow didn't hear him. Sonic's life was now in his hands. He keyed in the proper override codes, and stopped just short of hitting the eject button. This was it. If he hit that button there was no way that Sonic could survive.

Shadow's hand trembled as it hung over the button. Maybe this wasn't such a good idea. Shadow sat there a second undecided, then with a new resolve pushed the button very hard.

To Be Continued…


	14. The

Chapter 14: The

"If you thought that, then why did you steal them in the first place?" The guardian countered as he gathered up the Master Emerald pieces.

Rouge turned away with a humph, feeling like she was being very cliché. Her attempt to turn the tables on who had the right to be mad at whom was one of the more pathetic things that she had tried in recent memory, but her pride wouldn't let her just say she was sorry, or admit that she had been wrong in any way.

The echidna didn't say anything for a few moments but she didn't hear him start to walk away either. However, the bat felt stereotype enough _without_ turning around and saying something else, so she just continued to ignore him.

"I'm sorry, if I hurt you." He muttered.

It took every ounce of self-control to keep herself from whisking around to stare at him in shock. He had apologized!? Him, the echidna who had opened a heavy military door with his bare hands, and chased her across the Ark smashing everything in his way, had _apologized?_

Rouge now heard him start leaving and finally couldn't resist turning to look at him.

His back was turned towards her as he walked away, carrying his Master Emerald pieces in a huge pile in front of him, but she didn't notice those.

He had apologized, after she had stolen from him. He had saved her life, after chasing her everywhere. He may be rough around the edges, but he had proven that deep down he was a gentleman at heart.

And she had a crush on him.

He turned a corner and started to leave her field of vision. Rouge kept him in sight as long as possible without getting up, and then he was gone. Gone from her line of sight, and maybe even gone from her life. That possibility bothered the thief more than anything ever had in her life.

She had been infatuated with handsome men before, but she'd always been able to control herself by remembering that those men may have feelings for her now, but as soon as those feelings left, the man would leave too.

Today she had fought with a young echidna who had the self control to apologize when he didn't want to; to see through his anger and realize that very person he was angry at was in deadly danger, and then was willing and able to overcome his fury in order to save her.

She desired him, desired him with all her heart. But there was a problem - her pride. As much as she wished to get to know him, she had dug a pit when she had accused him, and now she had fallen into it. She wasn't humble enough to apologize. And any guy who wouldn't overlook his morals long enough to forget to apologize to someone who had stolen from and falsely accused him, wasn't likely to overlook his morals in order to marry a thief.

"_I can't change who I am._" She thought, though even a necklace made of the seven Chaos Emeralds seemed to pale in comparison to Knuckles the echidna.

For the first time in her life Rouge the bat was stuck in a situation that seemed absolutely hopeless.

………………………………………………………………………………………………

Knuckles jogged through the Ark, carrying the Master Emerald, and thoroughly lost.

He hadn't been paying attention while he fought the batgirl, and now he had no idea where he was, where he was going, or where he should be going.

"_Maybe I should have stopped and listened to what Tails had to say before I ran off." _He thought.

"Sonic! Just where are you going?" The Ark's ancient speaker system tried to bellow in Eggman's voice, but just couldn't quite manage to pull it off.

"Wha?" Knuckles said, as he stopped running, and looked around, trying to figure out what was going on.

"Well you're going the wrong way, again." The speakers' pathetic attempt at Eggman's voice continued.

"I don't think he's talking to me." Knuckles commented aloud.

"Come now, Sonic. This entire space station is designed after a number and letter system, for the different rooms, and a color system for the different floors. It couldn't be simpler." Eggman said.

"_More like 'couldn't be more complicated'. Colors, doors, what did he say?" _Knuckles thought.

Eggman started speaking again but Knuckles didn't catch what he said because he was still trying to figure out the last thing the doctor had explained.

The lights went out, leaving Knuckles standing in a hall way with the Master Emerald as his only illumination.

"Just follow the lights to room 13 C blue." Eggman continued.

"Room thirteen – stop, when you see the blue. Room thirteen – stop, when you see the blue." Knuckles repeated to himself. "Did he say thirteen or thirty?"

The guardian racked his brain but he couldn't quite remember. _"Okay, I've got to find either room thirteen or thirty and stop when I see the blue something. The blue what? Blue door, wall, ornament?"_

Knuckles checked the nearest door to see if it gave him any inspiration. The door had a green square in the upper center part of it, and the green square had the numbers 77, followed by the letter D.

Knuckles scratched his head. It made no sense to him. _"What's with the D?"_

Then he noticed something else. The Master Emerald was giving off green light, which made everything else look green. So he really had no idea what color the square on the door was. And he had no way of figuring it out either.

"I hate giant space stations." He said aloud.

The echidna looked around for inspiration and found it in the dust. Someone had been through here recently. He couldn't tell who, or how many, but the pattern in the dust clearly indicated that at least one person had gone down the corridor he currently found himself in, not too long ago.

"_Maybe these will lead me somewhere important." _He thought to himself.

………………………………………………………………………………………………

To say that Tails was shocked, would be putting it mildly. Tails was in denial, his brain overloaded by a reality that was incredibly wrong.

This couldn't be happening. As in 'Could! Not! Happen!'

The fact that the Ark wasn't in the proper orbit for any escape pods to jettison safely was one of the many little facts that he had noticed, but not paid too much attention too. But now that particular fact was of far more importance than E equals m times c squared, or any other fact in the universe.

The escape pod got too far away to see and at some point Tails knew that it was over. Sonic the hedgehog, his best friend, his big buddy, practically his _brother_, was dead.

He wouldn't have Sonic to follow around anymore. Sonic wouldn't be there to listen to Tails prattle on about his knew invention even if the cheerful hedgehog didn't understand a word of it. Sonic wouldn't be there to stop Eggman.

Tails suddenly realized that the scientist had said something but he hadn't been paying attention. "What?" He asked, looking up, the tears threatening to spill.

"You can go." Eggman said, apparently too busy checking his to-do list on the Eggmobile to even look the fox in the face.

Tails felt indignant, hot rage flooding his veins. Did Sonic's murderer think that he was just going to _give up_? Well, he had another thing coming.

"Did you think we were just going to run away after you killed Sonic?" Tails asked, his face and voice hardening. Eggman was going to pay. If it was the last thing he did, Eggman. Was. Going. To. _Pay_.

"Tails," Eggman said, and this time he looked the kitsune straight in the eye.

………………………………………………………………………………………………

Dr. Eggman was speechless. Something had gone horribly wrong. He knew that the Ark's computer system was so old it was bound to have glitches. But a glitch in the escape pods override was one of the worst possible places for one and now there was no way Sonic would survive.

That was it. Sonic the hedgehog, the Blue Blur, the Fastest Thing Alive, the Blue Dude with 'tude, was as good as dead.

The scientist couldn't believe it. For those first few horrible moments he simply could not believe it. Sonic was, well, _Sonic_! He couldn't be killed, particularly not by something as insignificant as a fifty-year-old computer glitch.

Eggman looked out the window along with the fox and the hedgehog girl as Sonic's escape pod hurled towards earth and its doom. But soon the small pod was out of sight, and then he knew that it was over. Sonic the hedgehog would run no more.

It seemed peculiar to the doctor that he felt this way. After all, he had been trying to kill his rodent enemy for so long himself. But now he realized the only reason he had attemtempted to end the hedgehog's life was because Sonic had proven so unstoppable. Only now did he realize how much he had come to relish seeing his arch foe 'pull off another one' in the face of impossible odds, even if it did make him mad at the same time to witness Sonic smash yet another project he had worked so hard to complete

But now it was over. His arch foe, - his only real…friend? - was dead.

On either side of his crab robot Tails and Amy were still staring at the place Sonic's escape pod had disappeared. They had been even closer to Sonic than he. Eggman felt sincerely sorry for them, and he wondered if there was anything he could say; probably not, but he thought he should anyway.

"Tails, Amy, you can go." He said, barely keeping his voice under control.

The girl just continued to stare, tears running down her cheeks, but the fox looked up. "What?"

"You can go." Eggman repeated, not quite able to look Tails in the eye.

"Did you think we were just going to run away after you killed Sonic?" Tails asked, his face and voice hardening.

Eggman realized that the cub was made of sterner stuff that he had originally surmised. Losing his best friend hadn't shaken his focus, at least not too much. He was ready to step up and stop Dr. Eggman, simply because there wasn't anyone else to do it.

"Tails," Eggman said, trying to find the right words. "Sonic would be proud."

Eggman brought his crab bot online, and attacked.

………………………………………………………………………………………………

Shadow stared at his gloved finger. The finger that had pushed the button, the finger that had killed Sonic the hedgehog.

"_Murderer." _Came the unbidden thought.

"_I don't care." _Shadow thought, as he remained motionless to the point that he didn't even blink. _"I'll have killed more than just him by the time I'm done."_

"_There are other girls like Maria."_ His conscience persisted.

"No one can replace Maria." He whispered viciously.

"_You would kill all of them then, in order to make yourself feel good?"_

Shadow was growing increasingly annoyed at this whispering voice. It had an answer for everything he said.

"I don't care about anyone else." He barely got the retort out through his clenched teeth.

"_Except yourself." _His conscience hissed.

Shadow chose not to answer and turned back to the monitor.

Eggman was talking again. Shadow muted him and turned back to the console with six of the Chaos Emeralds in it.

The console was awash in the rainbow like glow that was given off by the different Chaos Emeralds. Six out of seven of the world's most powerful gems. When he brought the seventh that would be it for the world.

It struck him as ironic for a moment, that such a small number of such tiny stones could be the key to destroying the planet. But he shook the thought off.

"_Time to find the last one."_ He resolved as he picked up three of the Chaos Emeralds; they would help him find the last one and enable him obliterate anyone that stood in his way at the same time.

"_You're no better than Schmitt." _

Shadow continued to ignore his conscience, and moved on.

………………………………………………………………………………………………

Tails was reacting. Eggman's latest contraption attacked and he moved, dodged, or counterattacked, but they were all subconscious reactions.

Consciously, his mind was in another place, or more specifically, another time.

'Sonic would be proud.' Eggman had said. 'Sonic would be proud.'

The human had obviously misinterpreted his resolve and thought that he was continuing to fight for the right reasons.

One of the crab bot's claws timed its attack slightly slower than it had been, forcing Tails to stop and trajectorize for a moment.

But he wasn't fighting for the right reasons. If Sonic was alive right now he wouldn't be proud, because Tails was only thinking of himself. He wasn't trying to protect anyone, or even avenge Sonic; he was taking his pain out on Eggman. The scientist may have been responsible for Sonic's death but that didn't matter if Tails was fighting for the wrong reason. He fought because of his pain and not because someone needed to stop the doctor. And he knew the reasons he fought for, since he was too smart to be able to fool himself.

'Sonic would be proud.'

No, Sonic wouldn't be proud. If he were alive and understood what his little buddy wanted, he would be ashamed.

"_I failed."_ Tails thought.

At that moment, Eggman knocked the fox across the room with the flat end of one of his robot's claws.

Tails gave up. It was easy to give up. He used to do it all the time before he met Sonic, and now that Sonic was dead it seemed logical to go back to being a nobody like he used to be.

"_That's the problem with logic. It can occasionally lead you to ridiculous conclusions like this one." _Came the unbidden voice of Sonic, in his head.

Eggman tried to run Tails over. The Mobian barely rolled out of the way in time.

"_I can't keep fighting for the wrong reason." _Tails thought.

The two-tailed fox was vaguely aware of the fact that thinking this way could mean he was on the border of going insane. But he didn't really care.

"_Right, so how can you fix this dilemma without giving up?" _The imaginary voice asked.

Tails tried think of an answer, he really did, but he was just too emotionally exhausted.

"_I don't know." _He answered silently.

"_The problem is that you're fighting for the wrong reason." _The voice continued. _"So, all you gotta do is fight for the right one."_

"_I can't." _Tails thought desolately, barely dodging another blow from Eggman as he did so. "I just can't." He whispered aloud.

"_You may think you can't," _The voice continued as, once again, one of Eggman's attacks hit home, knocking the bruised fox to the ground.

But when he looked up, he thought he saw Sonic reaching to help him up. _"but _I_ think you can."_

Tails raised himself and although the imaginary Sonic hadn't been able to support him physically, he had helped the young hero up in other ways.

Tails turned to face Eggman and whispered again, "For the right reason."

And with that he attacked.

………………………………………………………………………………………………

It was her fault, all her fault. Amy couldn't look away from the spot where Sonic's escape pod had disappeared.

She wasn't exactly sure what had happened. All she was sure of was that Sonic was either dead, or dying, and it was her fault.

She should have stayed behind. She had already figured out that she was of no help. She should have done something; instead she had just let herself get captured.

She should have run away when Eggman had showed up. But no, she just stood there and let him capture her. She was such an idiot. She didn't even have the sense to run away.

"_It's my fault._" The thought came back to torment her, again and again.

A slamming sound right next to her made her jump.

She turned and saw Tails pick himself up, and charge at Eggman.

They were fighting! Sonic was dead, and they continued to fight each other, like nothing had changed. But everything had changed. Sonic was gone. The world would never be the same.

Suddenly she realized that although she was completely convinced that it was her fault, it was also the doctor's fault.

All her anger, all her guilt, and all her pain were quickly channeled into one goal; Eggman would pay.

Raising her hammer high, she charged.

………………………………………………………………………………………………

Eggman wasn't quite sure what happened. All he knew was that without any apparent help from Tails, his new crab bot - which he hadn't had the time to give an eggish name yet - had gone from having sustained very minor damage to having sustained very extensive damage.

For a moment the human thought that Sonic might actually be back, but only for a moment. The fact that so much destruction had been heaved on his newest robot, in a single blow, implied that Knuckles had finally joined the party.

"_History just loves repeating itself." _He thought as he ejected his Eggmobile from his latest, but most definitely not greatest, mechanical combat unit.

The scientist was surprised when he saw that it _wasn't_ Knuckles but in fact Amy who had smashed the crab bot.

"_Where on earth did that hammer come from?" _He wondered as he flew towards the nearest exit.

Having fought Sonic for so long had made him an excellent trajectorizer and he quickly realized that he wasn't going to be able to make it out of the room before the pink hedgehog's hammer made it to him.

Eggman's battles with Sonic may have made him one of the fastest thinkers on the planet, but in this particular case he couldn't think of anything that would stop a second blow from Amy.

………………………………………………………………………………………………

Tails saw Amy smash Eggman's latest mechanical monstrosity. He was quite surprised by her strength but being surprised didn't stop him from thinking.

The Eggmobile ejected and made for the exit with the girl in pursuit.

If she had been able to do so much damage in a single blow, then she could easily kill Eggman if she caught up with him. And he didn't think she could have smashed the crab bot so effectively, so quickly, unless she was angry - which implied that she was fighting for the wrong reason.

He didn't judge her for this. It had taken a hard internal battle for him to go from fighting for the wrong reason to fighting for the right one. But now he had a problem. What should he do?

"_What would Sonic do?" _Tails wondered.

The answer came quickly. When Shadow had tried to kill Chaos, Sonic had saved him.

Tails put the scenario into the context of a math problem. The answer was he had to keep Amy from killing Eggman. What was the problem's mathematical formula?

He calculated Eggman's current location, with his probable short-term destination, and likely route. Then he factored in Amy's location, destination, and route. And finally, the different ways he could impact this scenario.

He chose the option that had the highest chance of success and the lowest chance of personal injury on anyone's part.

He spin-attacked the Eggmobile. He bounced off, with little damage to show for his trouble, but damage to the hover craft hadn't been his goal. The fox had managed to knock the Eggmobile slightly off course but not so much so that Eggman wouldn't make it to his destination, while at the same time just enough to make Amy's blow barely miss.

Missing once didn't deter the hedgehog, though. She continued to pursue Eggman and once again she started to gain on him.

But Tails had known that this would be the likely outcome of his scenario, and had started working on a follow-up plan even as he hurled himself towards the Eggmobile. He had it finished just before he made contact and was sure to bounce off the Eggmobile in the optimum direction to properly concoct this second scheme.

The young fox landed in front of the nearest computer console, waited a moment so as not to set events into motion too early and then closed the door.

Eggman made it through, while Amy's hammer put a hole in the door instead of the Eggmobile.

"You're gonna paaaaaayyyyy!" She hollered, then proceeded to tear the door apart.

With Eggman temporarily safe, Tails could now talk to her.

"Amy, this isn't the way." He said, as he approached her carefully.

She swung her hammer in his general direction, but he was ready for this, and avoided it.

With a final blow she put a hole in the door big enough for Eggman to walk through, then got ready to run through it, and chase Eggman down.

"Amy! Would Sonic have wanted you to act like this?" Tails desperately called out.

She stopped in mid-step, then stood there trembling. He approached her carefully, put a hand on her shoulder, and whispered. "I know it's hard, but we have to continue as if he was still alive and counting on us, because wherever he is now, he's doing just that."

"Not me." She whispered, as she stood there shaking, with rage, or sorrow; he wasn't sure which.

Her comment didn't make much sense to him, but if someone had tried to talk to him while he had been battling his feelings he probably would have said something that didn't make much sense by itself, too.

"_Not me… Not me… Not me, not me, not me. What could she be talking about?" _He wondered. _"Counting on us! The last thing I said was that Sonic's counting on us, and she thinks he's not counting on her." _

Sonic's plan to ditch Amy earlier that morning flashed through his mind.

"_Oh boy." _He thought as he realized that he was going to have a hard time convincing her otherwise without lying. But Amy was still shaking, she needed someone to comfort her and he was the only one available.

What would Sonic do? For the first time that question didn't help at all.

"Amy," He started. "I… I know that Sonic didn't feel comfortable around you all the time, but…" He stopped.

But, what? What was he supposed to say?

"Ahh, but, ah" He continued. "he really did care about you."

"I-i-t doe-sn-n't mat-t-ter." Amy barely managed to get out through her chattering teeth. She stopped to try to force herself to shake less before she continued. "It-t's my fault-t."

"How is it your fault?" Tails asked, then felt like kicking himself. _"I should have said it's not her fault."_

"He got-t c-capt-tured, bec-cause of m-me. I'm alw-ways c-causing prob-blems." She said, on the verge of sobbing.

"No, you aren't." Tails said. "We've never thought you caused problems."

Amy looked at the young fox, hope, fear, pain, and confusion in her eyes. "B-but you left me behind." She said.

"Sonic didn't want you to get hurt." Tails continued, "But since then he discovered that he could count on you."

"W-what makes you think that-t?" Amy asked, looking at Tails hopefully, yet fearfully. If he didn't convince her that he really believed this, she would be crushed. But he knew, he didn't just think, he knew that what he was about to say was true.

"When you helped those who had been injured by Chaos' attack. Sonic was very impressed. So much so that I think he actually secretly wanted you to come here with us." Tails said, giving her his best encouraging smile.

"Really?" She asked.

"Really." He answered.

She looked at him. Tails knew that she was searching his face; making sure that he hadn't lied simply to make her feel better. But he hadn't. He had spoken the truth.

She lost the last shred of her composure, and hugged Tails, sobbing. "I miss him!"

He hugged her back.

And now that the fresh hero had a moment to spare, the pain was back. Sonic the hedgehog was gone, forever.

"I miss him too." He whsipered. Then he pulled away from Amy, and said, "But we'll have to grieve later. Sonic's counting on us to stop Eggman, the right way."

She sobbed another moment, then managed to hold it back to a sniffle. "You're right." She agreed. "What should we do next?"

The pain was great, and for a moment he almost lost his composure, but he needed to be strong for Amy, and of course there was still Eggman to stop.

"_Let's make Sonic proud." _Tails thought, as he pulled out his Chaos Emerald tracker, and said. "We need to find Knuckles, and get the Chaos Em…" He stopped in mid-sentence.

Did the tracker show the readings that he thought it did?

"_No way. It couldn't be." _He thought.

"Tails, what is it-t?" Amy asked.

He couldn't speak for a moment. The implication of what he was seeing…

"These signals." He finally said.

She looked at him confused. "What about them?"

"These over here are three of the Chaos Emeralds." He explained, in disbelieving excitement. "And over here we have three more Chaos Emeralds, the fake Emerald, the Master Emerald, and the seventh Chaos Emerald all in close proximity to each other."

Amy looked at him confused, and said. "I don't-t understand."

"Don't you get it?" He asked, unable to contain himself. "Sonic had the seventh Chaos Emerald with him, when the escape pod launched!"

"But you just said…" She stammered, not daring to finish the sentence.

"Right. Which could only mean one thing." He said, not sure he believed it himself. "Sonic the hedgehog is alive."

………………………………………………………………………………………………

To Be Continued...


	15. Master Plan

Chapter 15: Master Plan

Sonic looked at the Chaos Emerald in his hand.

He was hurling through space, getting farther and farther away from the Ark. He wasn't certain if he was in danger, or not, but he didn't really care. The best case scenario, if he didn't do anything, was that he landed on Earth safely. His friends needed him on the Ark, 'now!' which meant he had to do something.

After going over his options he came up with only one that seemed practical, teleportation. That particular option wouldn't have seemed so practical a week ago, but since then Sonic had seen Shadow and Chaos both using Chaos Control to teleport. He wasn't sure when he had realized that they had used Chaos Emeralds to do this, but he had, which was why he was now staring at the one he carried.

The longer he waited the farther he got away from the Ark, which would make Chaos Controlling all the harder.

The hero shut his eyes, squeezed the Emerald tightly, and spoke two words. "Chaos Control."

He felt an electrical sensation, that was similar to going super, only he felt a little drained, instead of energized, and it was on a much smaller scale. Oh, and he suddenly realized that he wasn't standing on anything.

Sonic opened his eyes, saw that wherever he was it was very dark, just as his feet hit the floor. Normally he would have been able to keep his footing after such a short drop, but right now he hedgehog was so disoriented that his legs buckled, and he fell on his bottom.

"That was embarrassing," he muttered as he got to his feet, and used the light of the Chaos Emerald to look around.

There wasn't much at first glance, just walls, doors, the ceiling, floor, and a eerie silence, that was perfect for echoing, but he couldn't think of any phrases that he hadn't already tried, and he had work to do anyway.

The blue blur almost took off in a random direction, but stopped; something wasn't right.

He looked around again, trying to spot it. But there was still only two walls, a bunch of doors, the ceiling, and the floor.

Something was out of place. Then he had it. Dust. There wasn't any dust in this particular hallway.

Then something else caught his attention. There was a green light, coming from down one of the halls that intercepted the one that the fastest thing alive currently occupied.

As Sonic walked forward to investigate the light got brighter, until finally, it's source appeared in the form of the Master Emerald, which was being carried by Knuckles, who was walking backwards, apparently asphyxiated with something he'd seen in the hall he had just left.

"Now there's a part of the Eggman Empire that you don't see everyday," the guardian said to himself.

"What don't you see everyday, Knux?" Sonic asked.

Knuckles jumped. "Whoa Sonic, you scared me," he said, "I just saw the strangest sight."

"Which was?" Sonic inquired.

"An Eggman Empire maid robot, and from the looks of it, it was put together by whatever odds and ends Eggman was able to scrounge out of this space station."

Sonic made a noise that sounded like a cross between a laugh and a gag. "You're kidding. Well, at least that explains what happened to the dust around here."

"So, do you have any idea what's going on?" Knuckles asked. "I chased some batgirl, who had pieces to the Master Emerald around and kinda got lost."

"Bat_girl_?" Sonic said, with a sly grin this time.

………………………………………………………………………………………………

Knuckles sighed. Not Sonic too.

"It was nothing like that," Knuckles growled.

"Suuurrre," Sonic said, grinning bigger.

"_I don't have time for this," _the misunderstood guardian thought to himself.

"Look, can we _please_ get back to stopping Eggman?" Knuckles asked.

"Whatever you say… Loverboy." Sonic quipped.

"That's _it_," Knuckles said, and took a swipe at his so-called 'friend'.

Sonic jumped back and laughed. "Ha ha, missed!"

"Open your mouth again, and I'll break your jaw," Knuckles threatened.

"No!" Sonic said, in mock horror. Then let his jaw hang.

"_Could someone please explain to me why I'm helping him, again?" _Knuckles thought, as he tried to put a cap on his anger.

The echidna made as if to turn around, heard Sonic step in closer and start to say something else, then swung around and clocked him in the forehead.

"Ow!" Sonic called out, as he rubbed his head. "Man, Knux, I was only foolin around."

"Yeah, well a fool deserves what he gets," the now rather smug guardian replied, "Now if we could get back to Eggman?"

"Yeah sure. Just don't hit me again. Ow," Sonic complained.

"Okay. I was following some foot prints, or tracks in the dust, until I came across that maid robot cleaning up, and now I have no idea where to go next. You?" Knuckles enquired.

"I found Eggman, he trapped me in an escape pod and launched it towards Earth." Sonic shrugged.

Knuckles frowned. "Then how'd you get back here?"

"I Chaos Controlled," Sonic simply said.

"_Didn't I hear Shadow say something like that?" _Knuckles wondered as he asked, "You what?"

"I teleported. 'Chaos Control' is the password to teleport with a Chaos Emerald." Sonic explained.

"Really?" Knuckles asked, fascinated by this new knowledge about the gem stones.

"Yep," Sonic replied, once again sounding smug, "If Eggman thought that the fastest thing alive was bad, wait until he sees the fastest, _teleporting_ thing alive."

"Do you think you can teleport us to wherever Eggman is?" The red echidna asked. "That would save us a lot of time, tracking him down."

"I dunno," The blue blur said, as he stared at his Chaos Emerald thoughtfully. "I don't really understand how it works."

Sonic continued to gaze at the powerful stone for a few moments and then came up with: "I don't think we should try it."

If Knuckles had a personality as sarcastic as Sonic's, he would have, at this point, gone on about some kind of world paradox, or Sonic's mind being taken over by an alien, because he was actually trying to be cautious. But everyone's favorite echidna was smarter than everyone's favorite hedgehog, at least in this respect, and he said nothing.

"Okay… then what's next?" Knuckles asked, raising an eyebrow.

"Huh?" Sonic looked up distractedly from the gem in his hand. "Oh, we find Eggman of course."

"I already know that." Knuckles was beginning to get irritated.

"Then why'd you ask?" Sonic countered.

Knuckles growled. "What I _meant_ was, how, exactly, do we _do_ that?"

"Then you should have said that in the first place." The fastest, teleporting, and somtetimes extremely annoying hedgehog said with a smile. "You should say what you mean if you want people to understand you."

Knuckles wondered how Sonic managed to turn even the direst of situations into some kind of joke and shot back instantly: "Says the person who uses enough teenage slang to put a hippie to shame."

"Enough fooling around Knux. We gotta find Eggman," Sonic said, suddenly all business.

Knuckles entire body shook with anger, and bewilderment. He had tried, and tried, and tried to keep Sonic on the task at hand, and the moment he let himself stoop to Sonic's level the hedgehog would suddenly become the mature one, and have the audacity to tell him that _he_ was the one who should stop fooling around.

"_Enough fooling around my foot!"_ Knuckles thought, but he managed to keep his thoughts to himself. No matter how annoying Sonic was, Eggman was more important at the moment. The real sad part though, was that the blue hedgehog would probably end up being the one to save the day, thus exempting him from any criticism. If there was anything worse than an undisiplined fool, then it was an undisciplined fool who didn't even _need_ discipline to accomplish his goals. The echidna sighed.

"And how exactly are we going to find him?" Knuckles asked Sonic, and while his voice was definitely _not_ under control at least his choice of words was.

"We go after the Chaos Emeralds of course. Wherever there's a Chaos Emerald, Eggman won't be far behind," Sonic replied easily.

"Right." The echidna nodded, his voice still not under control. "And just _how_ do we find them?"

"Lately me and Tails have been using his Emerald tracker, but being as we don't have that, I guess I'll have to use the Chaos Emerald." Sonic said, then concentrated on the stone.

"Let's see… There seems to be some that way." Sonic pointed down a dusty fork in the corridor that was beyond the hall Knuckles had come up in. But then the hedgehog suddenly squinted and said: "No, _that_ way," pointing down the clean part of the hall that had yet to be explored - that is, by anyone other than the maid bot, of course.

Knuckles sighed, and leaned on the Master Emerald as he waited for Sonic to try and figure it out. _"No wonder they switched to using the tracker," _He thought dryly, then noticed something. He could feel the Master Emerald giving off energy that was leading him in the two directions that Sonic was pointing.

Knuckles smiled, and called out. "Hey, genius."

"Not now Knux. I'm trying to figure this out," Sonic said, without looking up.

"Aren't there supposed to be _three_ Emeralds still lost?" The now rather smug guardian asked.

Sonic looked up at this with a smile of realization, then pointed down the clean hall and said: "You take that one, I'll take this one. First one to find a Chaos Emerald wins.", just a sparkle of competitiveness in his voice.

"You're on." Knuckles grinned, as he made his way down the clean hall, with the Master Emerald guiding him along. Sonic took off in a cloud of dust down the opposite direction, at the same time, with the Chaos Emerald as his guide.

………………………………………………………………………………………………

Shadow, meanwhile, was searching for the Chaos Emerald in an old G.U.N. robot construction room, when he suddenly saw a blue hedgehog not ten metres away. He recognized the other a moment before Sonic saw him, which was good because it gave the black one a chance to recover from the shock.

When Sonic did notice Shadow, the Ultimate Lifeform had his face under tight control, but actually Shadow felt like his gut had just exploded inside him. The thoughts and feelings racing through his mind and heart at seeing Sonic were almost indescribable. Shadow was relieved to see that Sonic had once again survived a close encounter with death, and yet annoyed for the very same reason. He was pleased that he hadn't killed anyone yet, and yet all the more angry that he had yet to cross that threshold. He was curious about who Sonic was, and where he came from, and at the same time, felt utter disdain for the hedgehog and everything about him. It was almost as if there were two personalities inside him, battling for control.

The closer he came to avenging Maria, the closer he came to carrying out 'his' revenge, the more ground his lighter personality seemed to gain. And having fought Sonic before, Shadow knew that this would be a battle with no guarantee of who the winner would be.

"Fancy meeting _you_ here," Sonic said, walking towards Shadow with an unreadable expression.

"I could say the same thing about you." Shadow was standing perfectly still; his darker side was in complete control of his tone of voice, but his lighter side seemed to have a foothold on his choice of words. "I could have sworn that escape pod burned up in space."

"What can I say?" Sonic asked, "I'm full of surprises."

"_Of that there is no doubt," _Shadow thought, but barely kept himself from saying out loud.

"Who are you?" the obsidian hedgehog asked instead, and although his darker side was disgusted, his lighter side was awaiting Sonic's answer with the utmost anticipation, as if part of him already suspected the answer to be amazing.

"I'm just a guy with a need for speed," Sonic said, as he reached Shadow and stood still.

On the outside the Ultimate Lifeform remained expressionless, but on the inside his dark side snorted at his light side's anticipation over nothing.

Shadow had had enough.

Without any warning, he spin-attacked towards Sonic, but the blue hero dodged to the right and called out: "_Chaos Control!"_

The Chaos Emerald! Upon seeing Sonic, Shadow had completely forgotten about it. Too shocked upon seeing the blue blur to pay attention to the fact that he wouldn't have been able to see Sonic if it hadn't been for the glow of the Chaos Emerald that he carried.

Sonic reappeared along Shadow's path, and did a sweep kick, sending him tumbling into a control console.

All around the room half of the machines started humming as they came to life. A few of them had their own lights, or gave off some kind of machine-related glow, but most of the room was still blanketed in darkness. The black hedgehog rolled to his feet in one swift movement.

"Chaos Control!" Shadow called out himself and vanished instantly.

He reappeared on top of a large, tower-like machine that was apparently occupied with transforming small robot parts into bigger ones. A perfect vantage point.

There was no way to miss Sonic, as his Chaos Emerald made him stand out like a lighthouse. But the blue hedgehog had already spotted Shadow and was running straight up the equipment, towards him.

Shadow dashed off to meet him half way. Their spin attacks collided, and they would have bounced off of each other, had Shadow not uncurled at that precise moment, and grabbed Sonic's leg.

With a crash, the hero landed on the floor, the Ultimate Lifeform coming down on top of him.

Shadow dug his knees into Sonic's gut and reached for his rival's Emerald, but the blue hedgehog beneath him managed to wheeze a last 'Chaos Control' and promptly vanished.

Shadow gave a wry smirk.

Sonic may have learned Chaos Control, but that wasn't the only Chaos ability.

………………………………………………………………………………………………

Eggman's Eggmobile flew through the halls of ARK. The mad doctor wasn't going anywhere in particular; he was just keeping on the move, giving himself time to think.

He was so close to world domination, closer than he'd ever been in his life.

It was kind of odd. He had always suspected that world domination might not be obtainable until Sonic was eliminated, or neutralized. His subconscious must have assumed that he'd only ever achieve temporary neutralization. Somewhere deep down he had always assumed that he and Sonic would battle each other until Sonic slowed down from old age, and Eggman went senile.

The hedgehog was gone, no longer an impediment to the Eggman Empire. But somehow…it seemed _wrong_ to establish it right after Sonic's heroic demise.

Knuckles, Tails, Amy, and G.U.N. would undoubtedly try to stop him, but without Sonic to help them he just might succeed this time. The temptation to achieve what he'd worked for so long battled with the disgust the doctor felt for not respecting his enemy's death with a brief cease fire.

He was so close…

But Sonic was dead…

A single tear trickled out from behind the doctor's glasses, and down his cheek. The so very sad thing about death was that it was so final, there were no second chances, or special exceptions. When someone died, no one would 'ever' see that person again.

Eggman made a decision right then and there; he wouldn't kill anyone else today. Forget today, he wouldn't kill anyone else ever again. He was a genius for crying out loud! He could figure out how to take over the world without killing anyone.

Eggman decided to put the decision of fight or flight behind him for a moment and take stock of himself and his opponents.

Tails would go for the Chaos Emeralds next, Amy would probably go with him, the scientist didn't have the foggiest idea where Knuckles was and there was still that G.U.N. agent.

Eggman had the entire Ark available to him a fifty year old space station of spare parts, about another hundred and twenty G.U.N. security robots, the fifteen engineer droids that he had brought along, and of course his brilliant mind.

"_Where are the Chaos Emeralds now?" _the human wondered as he loaded the Emerald tracker program on his Eggmobile.

The screen came to life with its usual promptness, showing the scientist several colored dots on a blueprint of the Ark. Three of these dots were still in the control room, one dot that Eggman recognized as the Master Emerald, was closing in on a fifth dot, that was the fake emerald that Shadow had brought onboard, and finally there were four more…

"_That can't be right." _The fat genius thought to himself as he surveyed the screen again. _"Three, the Master, the fake, and four. No I must be missing something. Okay there are six Chaos Emeralds on this Station, one Master Emerald, and one fake Emerald, that makes eight, and there are one, two, three… Nine dots."_

Eggman stared at the screen blankly for a moment. It couldn't be.

He quickly reloaded the program, and double-checked, but there was no mistaking the nine different dots.

Moving with all the grace of a five-year-old on Christmas morning, he brought the security cameras in the room with the four Chaos Emeralds on line with his hands flying over the buttons wildly.

It was a little difficult to see, since he had turned off almost all of the lights earlier, but there was still no mistaking the sight of Sonic running with a Chaos Emerald.

"Sonic…" The name came out of Eggman's mouth of its own accord.

It could be… Not just could be, it was!

Eggman laughed. He let out a long and loud bellow of laughter. He should have known, Sonic the Hedgehog, his old arch foe, wouldn't go down so easily.

The happiest doctor on the planet, in a matter of speaking, let out one more laugh, and then got back to work. He still had a world to conquer.

………………………………………………………………………………………………

Sonic was catching his breath on the other side of some big piece of machinery.

He wasn't used to fighting someone that was as fast as him. Metal Sonic had almost been as fast, with Knuckles coming in third, but Sonic was just used to being the undisputed fastest. A fact that Shadow _did _dispute.

Sonic was going to have to change his fighting style, if he hoped to come out of this in anything better than a draw.

The light of at least two Chaos Emeralds caught the corner of his eye, telling him that a certain Shadow was upon him.

The blue hero waited, just a moment, then leapt over his adversary. Gloved hands grabbed Shadow's shoulders for extra momentum.

The Ultimate Lifeform spun around as Sonic landed on the conveyer belt. The band was moving at a steady pace, but as far as Sonic and Shadow were concerned it might as well have been an amateur youtuber's stop motion.

Sonic sidestepped onto a second belt, which was moving in the opposite direction, and then took off, moving the same way as the conveyor.

Not wasting a second, Shadow jumped on the first band and followed suit.

Sonic ran on his conveyer belt, given a miniscule boost by the fact that he and the conveyer belt were moving in the exact same direction. But Shadow was skating just beside, unhindered by his conveyer belt moving away underneath his feet, because he was moving along a layer of air above.

"Chaos Spear!" Shadow shouted, his face drawn into a snarl.

Sonic remembered Chaos Spear from Shadow's battle with Chaos, and decided that continuing on his current course was probably the dumbest thing he could possibly do, and dove off of the belt, onto the floor.

Even though the darkness made the streak of light that passed through the space Sonic had just been running in seem much brighter than it actually was, it still looked rather underwhelming, considering the amazing continuous blast of energy that Shadow had used on Chaos. It apparently lost a lot of its power without a super form to go with it.

Such a poor attack (which had also missed) couldn't go unpunished.

"You might want to change that to 'Chaos don't run with the scissors'!" Sonic taunted his rival, smirking.

"Chaos Control." was Shadow's only response.

The next second, the black hedgehog had reappeared right next to Sonic and spin kicked at him.

Even while the blue hero moved to avoid the attack, he received a glancing blow from Shadow's shoe. Once away, Sonic curled up immediately and spun towards his foe, a ball of razor sharp quills in a dashing spin attack.

Sonic's dark adversary dodged easily, and called for another Chaos Spear. With a hissing noise the light arrow left Shadow's gloved hand, heading off towards the blue hedgehog.

The blow connected.

Sonic was thrown out of his curled up position and up against a wall, feeling like he had been electrocuted.

He could hear Shadow move to follow up on his attack and finish the job, when a thought struck the blue blur. Sonic didn't know where the thought came from, nor did he really have time to care in the middle of a fight.

Making sure he had a firm grip on the Emerald in his right hand, Sonic held out his left hand and called out: "_Sonic Wind!"_

The result reminded Sonic of 'The Phantom Menace' when a Jedi would hold out his hand, and the droids that were attacking him would go flying, only that it was Shadow who was hurled away instead of the duck-like robots.

However, another effect was that the hero suddenly felt horribly drained, like when his Super form was threatening to leave him.

Shadow did another Chaos Control from his position on the floor.

Sonic wondered why the black hedgehog had been able to use Chaos Control and the like, so many times without tiring out, when he remembered that Shadow had more than one Emerald.

"_Nuts. And just when I thought things were evening up a bit." _

………………………………………………………………………………………………

Shadow felt like his right leg was asleep. He had worn himself out by attacking the door, and now he was relying on the Chaos Emeralds for energy, which had the nasty effect of making his whole body feel like it was on pins and needles. His right leg was completely asleep, while the rest of his body either felt like it was on nervous energy, or about to join the already annoying leg.

But this didn't deter him from attacking Sonic. They'd both gradually stopped using their Chaos Emerald abilities, and now they were both running around the room, like two great beacons, lashing out and dodging.

Now the two were heading for each other head on. Shadow kicked for Sonic's head but the blue hero infuriatingly curled up, and rolled under the blow.

They both turned, the blur that they left behind making a figure eight and came at each other again at break-speed.

Shadow punched and missed, Sonic kicked and hit.

But rather than being repelled backwards, the dark hedgehog fell forwards, losing his balance. Just as Sonic was coming around for a follow up attack, the lights came on.

Shadow was blinded and stumbled at a very high speed into the corner of one of the pieces of machinery. He completely lost his footing, hit the floor, and started tumbling, and rolling, end over end, until a wall stopped his momentum brutally short.

Shadow's entire body felt like it had gone numb from pins and needles, yet somehow that had managed to _hurt_.

"Sonic! It's so good to see you again!" Came the very unwelcome voice of Dr. Eggman.

"Hey!" Sonic yelled.

"Come now Sonic, you don't need the Emerald to see anymore, I've turned the lights back on," the scientist said, far too smug for Shadow's taste.

The black hedgehog tried to get up, but he was so disoriented that he fell back down.

"Shadow! You look awful!" Eggman exclaimed, in mock concern. (needs an adverb. Concerned? Or in mock concern? Surprised? )

"_I __feel__ awful," _Shadow thought, but didn't say.

The Ultimate Lifeform was dog tired; he had been pushing and pushing his limits, and now he just wanted to stay in whatever awkward position he was laying in, and never get up again.

Shadow felt the cold metal of the claw that Eggman used to grab Emeralds, reaching for his.

"_No!!!" _Shadow thought, as he got up despite his fatigue, and grabbed the claw. It had already begun to retract, somehow managing to hold onto three Emeralds at once.

"Come now Shadow," Eggman said again, becoming annoyed.

The light was hurting Shadow's eyes less, and he could see more clearly now.

"Give me the Emeralds so that I can use the eclipse cannon to conquer the world," Eggman continued.

The claw strained in the black hedgehog's grip, as he fought to hold on, and then he suddenly realized what the human had said.

Shadow let go and fell to the floor.

"That's it." The scientist tilted his Eggmobile sidewise, just in time to avoid Sonic's spin attack. "Come on Sonic, I was expecting that."

Shadow just lay there. He was exhausted, and Eggman had unwittingly volunteered to finish his task for him.

………………………………………………………………………………………………

"But I'll bet that you weren't expecting _this_!" Knuckles suddenly heard Eggman say, far away on the other end of the room.

The crimson echidna set the Master Emerald down, as far away from Eggman as he could without leaving the room and went to investigate.

"What? For you to push a button? Deary me, never seen you do _that_ before!" The voice of Sonic, with all its usual sarcasm.

Smirking, Knuckles walked on the scene.

Eggman was floating in his hover craft with Sonic on the far side, while Shadow was lying in the dust, some distance away. The Ultimate Lifeform looked awful.

"I _think_ you're talking about the squad of robots that I just trashed back there, right, human?" the echidna asked, looking smug. "I also relieved them of _this_." He held up one of the Chaos Emeralds proudly. Turning to Sonic, he added: "And since you seem not only to have failed to get yours, but _also_ managed to lose the one you had, that means I win our little bet, hedgehog."

Needless to say he was feeling pretty good about beating Sonic, and couldn't resist rubbing it into the face of the hero's super inflated ego a little.

"Sorry Knux, but that's Tails' fake Emerald." Sonic simply said.

Eggman, meanwhile, was trying to inch his way past Knuckles, but the guardian had been watching him and shifted his position, to effectively block the way out. The doctor stopped, apparently trying to figure out how to use the situation to his advantage.

"Guess the winner will be the first one to get one away from Eggman." Sonic grinned, seeing the human's uneasey expression.

Knuckles scowled. Was the hedgehog immune to any form of humiliation?

"Sonic!!!" Came the two very unexpected screams, and suddenly the speedster was smothered in hugs.

Hearing Amy scream and throw herself on Sonic was one thing, but hearing and seeing _Tails_ do it was quite another. The little fox' eyes were shining so brightly as if Christmas and his birthday had suddenly happened all at once.

Knuckles was so surprised that he almost forgot about Eggman. Almost.

The scientist had been making a break for it and with Sonic temporarily immobilized it looked like it was all up to Knuckles. The echidna jumped for Eggman, knowing that it would be close but he would make it…if it hadn't been for Shadow. The dark hedgehog intercepted him, knocking both of them to the floor.

Knuckles threw Shadow off of him, but when he had struggled free Eggman had already rounded the corner, and was out of sight.

Knuckles lost no time and gave chase. The guardian managed to catch sight of the overweight human heading down a hall, just before the door slammed shut in his face.

"Great. Just _great_," Knuckles muttered to himself. (Perfect example for sarcasm, btw. ;) )

He thought about trying to pursue the doctor by himself, but instead, decided to regroup with Sonic, and Tails, figuring that three people could search faster and more effectively.

When he got back, the two-tailed wonder and the pink fan girl were still clutching Sonic with all their might. The very miffed guardian was about to ask them just exactly what they thought they were doing, when he heard Tails say. "I thought we were going to have to go on without you!", the voice of the fox still shaking and muffled where he had buried his face in Sonic's chest.

Knuckles stopped, and humphed. Now he understood. But he was getting downright tired of Sonic's popularity.

………………………………………………………………………………………………

Rouge was aloft, hiding near the ceiling in the main control room. She knew that sooner or later someone was going to come in here; most likely Eggman, or Tails, but there was no reason it couldn't be any other member of Sonic's posse either.

She had managed to almost bury her feelings completely, but only almost.

The sound of the door opening and footsteps reached her highly sensitive ears. Was it the echidna?

She turned to see, quickly, but no. It was only Dr. Eggman.

The obese doctor floated up to the console, twisting his mustache, and in general looking far too happy for Rouge's taste.

"At last," Eggman crowed as his little Emerald-snatching claw started laying the Chaos gems in little Emerald shaped indents on the console in rapid succession. "The birth of the Eggman Empire! Bwa ha ha! Hmm…" Eggman stopped mid laugh, then continued. "You know… that is a rather disgusting way to describe it. Bwa ha ha ha ha!"

Disgusted with the fat man, joking with himself, Rouge turned her attention to the Emeralds instead. They were so beautiful…and yet so repulsive. They represented the pinnacle of the life she had chosen for herself, and only now did she realize just how low that pinnacle was.

Out of her peripheral vision a flashing screen caught her eye. Rouge turned and then saw the single word, flashing in red, over and over again.

"DANGER"

………………………………………………………………………………………………

To Be Continued…


End file.
